Exhibit
4.5


 


 


EXECUTION VERSION 








	 






 





DEUTSCHE
MORTGAGE & ASSET RECEIVING CORPORATION,

Depositor,


 


Wells
fargo bank, national association,

Master Servicer,


 


keybank
national association,

Special Servicer,


 


wilmington
trust, national association,

Trustee,


 


wells
fargo bank, national association,

Certificate Administrator, Paying Agent and Custodian,


 


park
bridge lender services llc,

Operating Advisor,


 


and


 


park
bridge lender services llc,

Asset Representations Reviewer


 





 






 


POOLING
AND SERVICING AGREEMENT

Dated as of December 1, 2016


 





 






 


CD
2016-CD2 Mortgage Trust

Commercial Mortgage Pass-Through Certificates,

Series 2016-CD2





	 


 






     


     

    

  


TABLE
OF CONTENTS  


	 	 	 	 
	 	 	 	Page
	 	 	 	 
	ARTICLE I
	 
	DEFINITIONS
	 
	Section 1.01	Defined Terms	 	7
	Section 1.02	Certain Calculations	 	145
	Section 1.03	Certain Constructions	 	150
	Section 1.04	Certain Matters Relating to the Non-Serviced Mortgage Loans	 	151
	 	 	 	 
	ARTICLE II
	 
	CONVEYANCE OF MORTGAGE LOANS;
	ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements	 	152
	Section 2.02	Acceptance by Custodian and the Trustee	 	162
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans	 	164
	Section 2.04	Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer	 	181
	Section 2.05	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	 	189
	Section 2.06	Miscellaneous REMIC and Grantor Trust Provisions	 	190
	 	 	 	 
	ARTICLE III
	 
	ADMINISTRATION AND SERVICING
	OF THE TRUST FUND
	 
	Section 3.01	The Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans and the Serviced Companion Loans	 	191
	Section 3.02	Liability of the Master Servicer and the Special Servicer When Sub-Servicing	 	197
	Section 3.03	Collection of Mortgage Loan and Serviced Companion Loan Payments	 	198
	Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	 	198
	Section 3.05	Collection Accounts; Gain-on-Sale Reserve Account; Distribution Accounts; Interest Reserve Account and Serviced Whole Loan Collection Accounts	 	201



 






    -i-


     

    

  

	Section 3.06	Permitted Withdrawals from the Collection Accounts, the Serviced Whole Loan Collection Accounts and the Distribution Accounts; Trust Ledger	 	210
	Section 3.07	Investment of Funds in the Collection Accounts, the Serviced Whole Loan Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts	 	230
	Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	 	232
	Section 3.09	Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions	 	237
	Section 3.10	Appraisals; Realization upon Defaulted Loans	 	245
	Section 3.11	Custodian to Cooperate; Release of Mortgage Files	 	252
	Section 3.12	Servicing Fees, Certificate Administrator/Trustee Fees and Special Servicing Compensation	 	253
	Section 3.13	Reports to the Certificate Administrator; Collection Account Statements	 	261
	Section 3.14	Access to Certain Documentation	 	268
	Section 3.15	Title and Management of REO Properties and REO Accounts	 	277
	Section 3.16	Sale of Specially Serviced Loans and REO Properties	 	282
	Section 3.17	Additional Obligations of the Master Servicer and the Special Servicer; Inspections	 	287
	Section 3.18	Authenticating Agent	 	289
	Section 3.19	Appointment of Custodians	 	290
	Section 3.20	Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	 	290
	Section 3.21	Servicing Advances	 	290
	Section 3.22	Appointment and Replacement of Special Servicer	 	295
	Section 3.23	Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report	 	301
	Section 3.24	Special Instructions for the Master Servicer and/or Special Servicer	 	307
	Section 3.25	Certain Rights and Obligations of the Master Servicer and/or the Special Servicer	 	308
	Section 3.26	Modification, Waiver, Amendment and Consents	 	310
	Section 3.27	Certain Intercreditor Matters Relating to the Whole Loans	 	316
	Section 3.28	Directing Holder Contact with the Master Servicer and the Special Servicer	 	320
	Section 3.29	Controlling Class Certificateholders, the Controlling Class Representative and the Risk Retention Consultation Parties; Certain Rights and Powers of the Directing Holder and the Risk Retention Consultation Parties	 	321
	Section 3.30	Rating Agency Confirmation	 	326
	Section 3.31	Appointment and Duties of the Operating Advisor	 	329
	Section 3.32	Delivery of Excluded Information to the Certificate Administrator	 	334


 






    -ii-


     

    




 


	 	 	 	 
	ARTICLE IV
	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	 	335
	Section 4.02	Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others	 	359
	Section 4.03	Compliance with Withholding Requirements	 	373
	Section 4.04	REMIC Compliance	 	373
	Section 4.05	Imposition of Tax on the Trust Fund	 	376
	Section 4.06	Remittances	 	377
	Section 4.07	P&I Advances	 	377
	Section 4.08	Appraisal Reductions; Collateral Deficiency Amounts	 	384
	Section 4.09	Grantor Trust Reporting	 	389
	Section 4.10	Secure Data Room	 	390
	 	 	 	 
	ARTICLE V
	 
	THE CERTIFICATES
	 	 	 
	Section 5.01	The Certificates	 	391
	Section 5.02	Registration, Transfer and Exchange of Certificates	 	396
	Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates	 	407
	Section 5.04	Appointment of Paying Agent	 	408
	Section 5.05	Access to Certificateholders’ Names and Addresses; Special Notices	 	408
	Section 5.06	Actions of Certificateholders	 	409
	Section 5.07	Rule 144A Information	 	410
	Section 5.08	Voting Procedures	 	410
	Section 5.09	Exchanges of Exchangeable Groups of Certificates	 	411
	 	 	 	 
	ARTICLE VI
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE OPERATING ADVISOR AND THE ASSET REPRESENTATIONS REVIEWER
	 
	Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	 	414
	Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor, the Asset Representations Reviewer or the Operating Advisor	 	414
	Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	 	415
	Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer, the Special Servicer and the Operating Advisor	 	418


 






    -iii-


     

    




 


	Section 6.05	Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer	 	420
	Section 6.06	The Master Servicer or Special Servicer as Owners of a Certificate	 	421
	Section 6.07	The Directing Holder and the Risk Retention Consultation Parties	 	422
	Section 6.08	Rights of Non-Directing Holders	 	426
	 
	ARTICLE VII
	 
	SERVICER AND OPERATING ADVISOR TERMINATION
	 
	Section 7.01	Servicer Termination Events	 	426
	Section 7.02	Trustee to Act; Appointment of Successor	 	435
	Section 7.03	Notification to Certificateholders and Other Persons	 	436
	Section 7.04	Other Remedies of Trustee	 	437
	Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	 	437
	Section 7.06	Trustee as Maker of Advances	 	438
	Section 7.07	Termination of the Operating Advisor	 	438
	 	 	 	 
	ARTICLE VIII
	 
	CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties of Trustee and Certificate Administrator	 	441
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	444
	Section 8.03	Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans	 	447
	Section 8.04	Trustee and Certificate Administrator May Own Certificates	 	448
	Section 8.05	Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification	 	448
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	 	451
	Section 8.07	Resignation and Removal of Trustee and Certificate Administrator	 	452
	Section 8.08	Successor Trustee and Certificate Administrator	 	454
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	 	455
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	455
	 	 	 	 
	ARTICLE IX
	 
	TERMINATION
	 
	Section 9.01	Termination	 	457



 






    -iv-


     

    

 

	 	 	 	 
	ARTICLE X
	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 10.01	Intent of the Parties; Reasonableness	 	462
	Section 10.02	Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan	 	463
	Section 10.03	Information to be Provided by the Master Servicer and the Special Servicer	 	465
	Section 10.04	Information to be Provided by the Trustee	 	466
	Section 10.05	Filing Obligations	 	467
	Section 10.06	Form 10-D Filings	 	469
	Section 10.07	Form 10-K Filings	 	472
	Section 10.08	Sarbanes-Oxley Certification	 	476
	Section 10.09	Form 8-K Filings	 	477
	Section 10.10	Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports	 	479
	Section 10.11	Annual Compliance Statements	 	480
	Section 10.12	Annual Reports on Assessment of Compliance with Servicing Criteria	 	481
	Section 10.13	Annual Independent Public Accountants’ Servicing Report	 	483
	Section 10.14	Exchange Act Reporting Indemnification	 	484
	Section 10.15	Amendments	 	487
	Section 10.16	Exchange Act Report Signatures; Delivery of Notices	 	488
	Section 10.17	Termination of the Certificate Administrator	 	489
	 	 	 	 
	ARTICLE XI
	 
	THE ASSET REPRESENTATIONS REVIEWER
	 
	Section 11.01	Asset Review	 	490
	Section 11.02	Payment of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability	 	495
	Section 11.03	Resignation of the Asset Representations Reviewer	 	497
	Section 11.04	Restrictions of the Asset Representations Reviewer	 	497
	Section 11.05	Termination of the Asset Representations Reviewer	 	497
	 	 	 	 
	ARTICLE XII
	 
	MISCELLANEOUS PROVISIONS
	 
	Section 12.01	Counterparts	 	500
	Section 12.02	Limitation on Rights of Certificateholders	 	500
	Section 12.03	Governing Law	 	501
	Section 12.04	Waiver of Jury Trial; Consent to Jurisdiction	 	501
	Section 12.05	Notices	 	502
	Section 12.06	Severability of Provisions	 	509



 






    -v-


     

    




 

	Section 12.07	Notice to the Depositor and Each Rating Agency	 	509
	Section 12.08	Amendment	 	511
	Section 12.09	Confirmation of Intent	 	515
	Section 12.10	No Intended Third-Party Beneficiaries	 	516
	Section 12.11	Entire Agreement	 	516
	Section 12.12	Third Party Beneficiaries	 	516




 






    -vi-


     

    

   


TABLE
OF EXHIBITS


 





	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-SB Certificate
	Exhibit A-4	Form of Class A-3 Certificate
	Exhibit A-5	Form of Class A-4 Certificate
	Exhibit A-6	Form of Class A-M Certificate
	Exhibit A-7	Form of Class B Certificate
	Exhibit A-8	Form of Class C Certificate
	Exhibit A-9	Form of Class D Certificate
	Exhibit A-10	Form of Class E Certificate
	Exhibit A-11	Form of Class F Certificate
	Exhibit A-12	Form of Class G Certificate
	Exhibit A-13	Form of Class X-A Certificate
	Exhibit A-14	Form of Class X-B Certificate
	Exhibit A-15	Form of Class X-D Certificate
	Exhibit A-16	Form of Class X-E Certificate
	Exhibit A-17	Form of Class X-F Certificate
	Exhibit A-18	Form of Class X-G Certificate
	Exhibit A-10	Form of Class R Certificate
	Exhibit A-20	Form of Class S Certificate
	Exhibit A-21	Form of Class V1-A Certificate
	Exhibit A-22	Form of Class V1-B Certificate
	Exhibit A-23	Form of Class V1-C Certificate
	Exhibit A-24	Form of Class V1-D Certificate
	Exhibit A-25	Form of Class V1-E Certificate
	Exhibit A-26	Form of Class V2 Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C-1	Form of Transferee Affidavit
	Exhibit C-2	Form of Transferor Letter
	Exhibit C-3	Form of Transferee Certificate for Transfers of RRI Interest
	Exhibit C-4	Form of Transferor Certificate for Transfers of RRI Interest
	Exhibit D-1	Form of Investment Representation Letter
	Exhibit D-2	Form of ERISA Representation Letter
	Exhibit E	Form of Request for Release
	Exhibit F	Securities Legend
	Exhibit G	Form of Regulation S Transfer Certificate
	Exhibit H	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate during the Restricted Period
	Exhibit I	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate after the Restricted Period
	Exhibit J	Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global Certificate during the Restricted Period
	Exhibit K	Form of Distribution Date Statement



 






    -vii-


     

    




 


	Exhibit L-1A	Form of Investor Certification for Non-Borrower Party and/or the Risk Retention Consultation Party (for Persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder) 
	Exhibit L-1B	Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit L-1C	Form of Investor Certification for Borrower Party (for Persons other than the Controlling Class Representative, the Risk Retention Consultation Party and/or a Controlling Class Certificateholder)
	Exhibit L-1D	Form of Investor Certification for Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit L-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit L-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit L-1G	Form of Certification of the Controlling Class Representative
	Exhibit L-1H	Form of Certification of the Risk Retention Consultation Party
	Exhibit L-2	Form of Financial Market Publisher Certification
	Exhibit M	Form of Notification from Custodian
	Exhibit N-1	Form of Closing Date Custodian Certification
	Exhibit N-2	Form of Post-Closing Custodian Certification
	Exhibit O	Form of Trustee Backup Certification
	Exhibit P	Form of Custodian Backup Certification
	Exhibit Q	Form of Certificate Administrator Backup Certification
	Exhibit R	Form of Operating Advisor Backup Certification
	Exhibit S	[Reserved]
	Exhibit T	Form of Master Servicer Backup Certification
	Exhibit U	Form of Special Servicer Backup Certification
	Exhibit V	Form of Sub-Servicer Backup Certification
	Exhibit W	Form of Sarbanes Oxley Certification
	Exhibit X	Mortgage Loan Seller Sub-Servicers
	Exhibit Y	Mortgage Loans with Earnout/Holdback Provisions
	Exhibit Z	Form of NRSRO Certification
	Exhibit AA-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit AA-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit BB	Form of Operating Advisor Annual Report
	Exhibit CC	Additional Disclosure Notification
	Exhibit DD-1	Form of Power of Attorney by Trustee for Master Servicer
	Exhibit DD-2	Form of Power of Attorney by Trustee to the Special Servicer
	Exhibit EE	Form of Non-Serviced Mortgage Loan Notification
	Exhibit FF	Form of Companion Loan Noteholder Certification
	Exhibit GG	[Reserved] 
	Exhibit HH	Form of Asset Review Report by the Asset Representations Reviewer
	Exhibit II	Form of Asset Review Report Summary by the Asset Representations Reviewer
	Exhibit JJ	Asset Review Procedures
	Exhibit KK	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit LL	Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]



 






    -viii-


     

    




 


	Exhibit MM	Form of Notice of Exchange of Exchangeable Groups of Certificates










 


TABLE
OF SCHEDULES


 





	Schedule I	Directing Holders
	Schedule II	Servicing Criteria to be Addressed in Assessment of Compliance
	Schedule III	Class A-SB Planned Principal Balance Schedule
	Schedule IV	Additional Form 10-D Disclosure
	Schedule V	Additional Form 10-K Disclosure
	Schedule VI	Form 8-K Disclosure Information
	Schedule VII	Initial Serviced Companion Loan Noteholders
	Schedule VIII	Contact Information for the Other 17g-5 Information Provider







 






    -ix-


     

    

 


Pooling
and Servicing Agreement, dated as of December 1, 2016, between Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Wilmington Trust,
National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Paying Agent and Custodian,
Park Bridge Lender Services LLC, as Operating Advisor, and Park Bridge Lender Services LLC, as Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


(Terms
used but not defined in this Preliminary Statement shall have

the meanings specified in Article I hereof)


 


The
Depositor intends to sell pass-through certificates to be issued hereunder in multiple Classes which in the aggregate will evidence
the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans.


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest) and certain other related assets subject to this
Agreement, and will issue (i) the Lower-Tier Regular Interests set forth in the table below (the “Lower-Tier Regular
Interests”), as classes of regular interests in the Lower-Tier REMIC and (ii) the Class LTR Interest as the sole class
of residual interests in the Lower-Tier REMIC, which will be represented by the Class R Certificates.


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will
issue (i) the Regular Interests, which are designated as classes of regular interests in the Upper-Tier REMIC and (ii) the
Class UTR Interest as the sole class of residual interests in the Upper-Tier REMIC, which will be represented by the Class R Certificates.


 


The
portions of the Trust Fund consisting of the Specific Grantor Trust Assets and the ARD Grantor Trust Assets shall be treated as
a grantor trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”) for
federal income tax purposes. Each Class of Certificates (other than the Class R Certificates) shall represent undivided beneficial
interests in the portion of the Grantor Trust consisting of the Specific Grantor Trust Assets with the corresponding alphabetic
or alphanumeric designation. As provided herein, the Certificate Administrator shall not take any actions that would cause the
Grantor Trust to either (i) lose its status as a “grantor trust” or (ii) be treated as part of either
Trust REMIC.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 1 on the Mortgage Loan Schedule (the “8
Times Square & 1460 Broadway Mortgage Loan”) also secures two companion loans to the same Borrower, which are pari
passu in right of payment to the 8 Times Square & 1460 Broadway Mortgage Loan (the “8 Times Square & 1460
Broadway Companion Loans”). The 8 Times Square & 1460 Broadway Whole Loan is to be serviced pursuant to (i) this
Agreement and (ii) the related Intercreditor Agreement. The 8 Times Square & 1460 Broadway Companion Loans and all amounts
attributable thereto will not be assets of the Trust Fund, the Trust REMICs or the Grantor Trust and will be beneficially owned
by the related Companion Loan Noteholders.


 






     


     

    

 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 2 on the Mortgage Loan Schedule (the “FedEx
Ground Portfolio Mortgage Loan”) also secures two companion loans to the same Borrower, which are pari passu
in right of payment to the FedEx Ground Portfolio Mortgage Loan (the “FedEx Ground Portfolio Companion Loans”).
The FedEx Ground Portfolio Whole Loan will be serviced (a) from and after the Closing Date and prior to the FedEx Ground Portfolio
Pari Passu Note A-1 Securitization Date, pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement
and (b) from and after the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, pursuant to (i) the Other Pooling and
Servicing Agreement related to the Other Securitization involving the FedEx Ground Portfolio Pari Passu Note A-1 and (ii) the
related Intercreditor Agreement. The FedEx Ground Portfolio Companion Loans and all amounts attributable thereto will not be assets
of the Trust Fund or the Trust REMICs or the Grantor Trust and will be beneficially owned by the related Companion Loan Noteholder.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 3 on the Mortgage Loan Schedule (the “229
West 43rd Street Retail Condo Mortgage Loan”) also secures six companion loans to the same Borrower, which are pari
passu in right of payment to the 229 West 43rd Street Retail Condo Mortgage Loan (the “229 West 43rd Street Retail
Condo Companion Loans”). The 229 West 43rd Street Retail Condo Whole Loan is serviced pursuant to (i) this Agreement
and (ii) the related Intercreditor Agreement. The 229 West 43rd Street Retail Condo Companion Loans and all amounts attributable
thereto will not be assets of the Trust Fund, the Trust REMICs or the Grantor Trust and will be beneficially owned by the related
Companion Loan Noteholder.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 4 on the Mortgage Loan Schedule (the “Prudential
Plaza Mortgage Loan”) also secures five companion loans to the same Borrower, which are pari passu in right of
payment to the Prudential Plaza Mortgage Loan (the “Prudential Plaza Companion Loans”). The Prudential Plaza
Whole Loan is currently serviced pursuant to (i) the Other Pooling and Servicing Agreement related to the Other Securitization
designated as the COMM 2015-CCRE26 Mortgage Trust and (ii) the related Intercreditor Agreement. The Prudential Plaza Companion
Loans and all amounts attributable thereto will not be assets of the Trust Fund, the Trust REMICs or the Grantor Trust but will
be assets of the Prudential Plaza Loan REMIC (other than Prudential Plaza Pari Passu Note A-1) and will be beneficially owned
by the related Companion Loan Noteholders (for federal income tax purposes through their respective ownership of the Prudential
Plaza Loan REMIC Regular Interest).


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 5 on the Mortgage Loan Schedule (the “10
Hudson Yards Mortgage Loan”) also secures nine companion loans to the same Borrower, which are pari passu in
right of payment to the 10 Hudson Yards Mortgage Loan (the “10 Hudson Yards Pari Passu Companion Loans”) and
two companion loans, which are subordinate in right of payment to the 10 Hudson Yards Mortgage Loan (the “10 Hudson Yards
Subordinate Companion Loans” and, together with the 10 Hudson Yards Pari Passu Companion Loans, the “10 Hudson
Yards Companion Loans”). The 10 Hudson Yards Whole Loan is currently serviced pursuant to (i) the Other Pooling and
Servicing Agreement related to the Other Securitization designated as the Hudson Yards 2016-10HY Mortgage Trust and (ii) the
related Intercreditor Agreement. The 10 Hudson Yards Companion


 






    -2-


     

    

 


Loans
and all amounts attributable thereto will not be assets of the Trust Fund, the Trust REMICs or the Grantor Trust and will be beneficially
owned by the related Companion Loan Noteholders.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 7 on the Mortgage Loan Schedule (the “60
Madison Avenue Mortgage Loan”) also secures one companion loan to the same Borrower, which is pari passu in right
of payment to the 60 Madison Avenue Mortgage Loan (the “60 Madison Avenue Companion Loan”). The 60 Madison
Avenue Whole Loan is serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement. The 60 Madison
Avenue Companion Loan and all amounts attributable thereto will not be assets of the Trust Fund, the Trust REMICs or the Grantor
Trust and will be beneficially owned by the related Companion Loan Noteholder.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 9 on the Mortgage Loan Schedule (the “Birch
Run Premium Outlets Mortgage Loan”) also secures four companion loans to the same Borrower, which are pari passu
in right of payment to the Birch Run Premium Outlets Mortgage Loan (the “Birch Run Premium Outlets Companion Loans”).
The Birch Run Premium Outlets Whole Loan is serviced pursuant to (i) this Agreement and (ii) the related Intercreditor
Agreement. The Birch Run Premium Outlets Companion Loans and all amounts attributable thereto will not be assets of the Trust
Fund, the Trust REMICs or the Grantor Trust and will be beneficially owned by the related Companion Loan Noteholders.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 11 on the Mortgage Loan Schedule (the “80
Park Plaza Mortgage Loan”) also secures four companion loans to the same Borrower, which are pari passu in right
of payment to the 80 Park Plaza Mortgage Loan (the “80 Park Plaza Companion Loans”). The 80 Park Plaza Whole
Loan is currently serviced pursuant to (i) the Other Pooling and Servicing Agreement related to the Other Securitization involving
the creation of the Citigroup Commercial Mortgage Trust 2016-C3 and (ii) the related Intercreditor Agreement. The 80 Park
Plaza Companion Loans and all amounts attributable thereto will not be assets of the Trust Fund, the Trust REMICs or the Grantor
Trust and will be beneficially owned by the related Companion Loan Noteholders.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 12 on the Mortgage Loan Schedule (the “667
Madison Avenue Mortgage Loan”) also secures one companion loan to the same Borrower, which is pari passu in right
of payment to the 667 Madison Avenue Mortgage Loan (the “667 Madison Avenue Pari Passu Companion Loan”) and
one companion loan, which is subordinate in right of payment to the 667 Madison Avenue Mortgage Loan (the “667 Madison
Avenue Subordinate Companion Loan” and, together with the 667 Madison Avenue Pari Passu Companion Loan, the “667
Madison Avenue Companion Loans”). The 667 Madison Avenue Whole Loan is currently serviced pursuant to (i) the Other
Pooling and Servicing Agreement related to the Other Securitization designated as the COMM 2016-667M Mortgage Trust and (ii) the
related Intercreditor Agreement. The 667 Madison Avenue Companion Loans and all amounts attributable thereto will not be assets
of the Trust Fund, the Trust REMICs or the Grantor Trust and will be beneficially owned by the related Companion Loan Noteholders.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 13 on the Mortgage Loan Schedule (the “Starbucks
Center Mortgage Loan”) also secures


 






    -3-


     

    

 


two
companion loans to the same Borrower, which are pari passu in right of payment to the Starbucks Center Mortgage Loan (the
“Starbucks Center Companion Loans”). The Starbucks Center Whole Loan is currently serviced pursuant to (i)
the Other Pooling and Servicing Agreement related to the Other Securitization designated as the JPMDB 2016-C4 Mortgage Trust and
(ii) the related Intercreditor Agreement. The Starbucks Center Companion Loans and all amounts attributable thereto will
not be assets of the Trust Fund, the Trust REMICs or the Grantor Trust and will be beneficially owned by the related Companion
Loan Noteholders.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 16 on the Mortgage Loan Schedule (the “Mills
Fleet Farm Mortgage Loan”) also secures two companion loans to the same Borrower, which are pari passu in right
of payment to the Mills Fleet Farm Mortgage Loan (the “Mills Fleet Farm Companion Loans”). The Mills Fleet
Farm Whole Loan is currently serviced pursuant to (i) the Other Pooling and Servicing Agreement related to the Other Securitization
designated as the CGCMT 2016-C3 Mortgage Trust and (ii) the related Intercreditor Agreement. The Mills Fleet Farm Companion
Loans and all amounts attributable thereto will not be assets of the Trust Fund, the Trust REMICs or the Grantor Trust and will
be beneficially owned by the related Companion Loan Noteholders.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 23 on the Mortgage Loan Schedule (the “Marriott
Hilton Head Resort & Spa Mortgage Loan”) also secures five companion loans to the same Borrower, which are pari
passu in right of payment to the Marriott Hilton Head Resort & Spa Mortgage Loan (the “Marriott Hilton Head Resort
& Spa Companion Loans”). The Marriott Hilton Head Resort & Spa Whole Loan is currently serviced pursuant to
(i) the Other Pooling and Servicing Agreement related to the Other Securitization involving the creation of the Wells Fargo Commercial
Mortgage Trust 2016-LC25 and (ii) the related Intercreditor Agreement. The Marriott Hilton Head Resort & Spa Companion
Loans and all amounts attributable thereto will not be assets of the Trust Fund, the Trust REMICs or the Grantor Trust and will
be beneficially owned by the related Companion Loan Noteholders.


 


The
following table sets forth the Class designation and initial Certificate Balance or initial Notional Amount of each Class of Regular
Interests (collectively, the “Corresponding Regular Interests”), and the corresponding Lower-Tier Regular Interest(s)
(the “Corresponding Lower-Tier Regular Interest”), the corresponding component of the Class X Regular
Interests (the “Corresponding Class X Component”) and the corresponding Class(es) of Certificates (the “Corresponding
Certificates”) for each Class of Corresponding Regular Interests.


 


	Corresponding

        Regular Interests

        
	Initial
        Certificate

Balance or Notional

Amount

        
	Corresponding

Lower-Tier

Regular Interests(1)

        
	Initial
        Lower-Tier

Principal Balance

        
	Corresponding

Class X

Component(1)

        
	Corresponding
        Certificates

        

	Class
    A-1 Regular Interest	$17,465,263	LA-1	$17,465,263	XA-1	Class
    A-1

    Class V1-A

    Class V2
	Class
    A-2 Regular Interest	$69,061,053	LA-2	$69,061,053	XA-2	Class
    A-2

    Class V1-A

    Class V2
	Class
    A-SB Regular Interest	$34,742,105	LA-SB	$34,742,105	XA-SB	Class
    A-SB

    Class V1-A

    Class V2



 






    -4-


     

    

 


	Corresponding

        Regular Interests

        
	Initial
        Certificate

Balance or Notional

Amount

        
	Corresponding

Lower-Tier

Regular Interests(1)

        
	Initial
        Lower-Tier

Principal Balance

        
	Corresponding

Class X

Component(1)

        
	Corresponding
        Certificates

        

	Class
    A-3 Regular Interest	$242,631,579	LA-3	$242,631,579	XA-3	Class
    A-3

    Class V1-A

    Class V2
	Class
    A-4 Regular Interest	$308,873,684	LA-4	$308,873,684	XA-4	Class
    A-4

    Class V1-A

    Class V2
	Class
    X-A Regular Interest	$721,789,474(2)	N/A	N/A	N/A	Class
    X-A

    Class V1-A

    Class V2
	Class
    X-B Regular Interest	$76,811,579(2)	N/A	N/A	N/A	Class
    X-B

    Class V1-B

    Class V2
	Class
    X-D Regular Interest	$42,673,684(2)	N/A	N/A	N/A	Class
    X-D

    Class V1-D

    Class V2
	Class
    X-E Regular Interest	$28,043,158(2)	N/A	N/A	N/A	Class
    X-E

    Class V1-E

    Class V2
	Class
    X-F Regular Interest	$10,972,632(2)	N/A	N/A	N/A	Class
    X-F

    Class V1-E

    Class V2
	Class
    X-G Regular Interest	$37,797,120(2)	N/A	N/A	N/A	Class
    X-G

    Class V1-E

    Class V2
	Class
    A-M Regular Interest	$39,015,789	LA-M	$39,015,789	XA-M	Class
    A-M

    Class V1-A

    Class V2
	Class
    B Regular Interest	$76,811,579	LB	$76,811,579	XB	Class
    B

    Class V1-B

    Class V2
	Class
    C Regular Interest	$42,673,684	LC	$42,673,684	N/A	Class
    C

    Class V1-C

    Class V2
	Class
    D Regular Interest	$57,304,211	LD	$57,304,211	XD	Class
    D

    Class V1-D

    Class V2
	Class
    E Regular Interest	$28,043,158	LE	$28,043,158	XE	Class
    E

    Class V1-E

    Class V2
	Class
    F Regular Interest	$10,972,632	LF	$10,972,632	XF	Class
    F

    Class V1-E

    Class V2
	Class
    G Regular Interest	$37,797,120	LG	$37,797,120	XG	Class
    G

    Class V1-E

    Class V2


 


		(1)	The
                                         Lower-Tier Regular Interest and the Component of the Class X-A, Class X-B, Class X-D,
                                         Class X-E, Class X-F or Class X-G Regular Interests that correspond to any
                                         particular Class of Regular Interests also correspond to each other and, accordingly,
                                         constitute the (i) Corresponding Lower-Tier Regular Interest and (ii) Corresponding
                                         Class X Component, respectively, with respect to each other. The Class X Component Notional
                                         Amount for such Corresponding Class X Component of the Class X-A, Class X-B, Class X-D,



 






    -5-


     

    

 





			Class X-E, Class X-F or Class X-G Regular Interests shall at all times equal the
                                         then Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest.


 


		(2)	Notional
                                         Amount.



 


The
following table sets forth the Class designation and initial Certificate Balance or initial Notional Amount, as applicable, and
the initial maximum balance of each Class of Certificates (other than the Class R and Class S Certificates).


 


	Class

        
	Initial
        Certificate

Balance or Notional

Amount(1)

        
	Initial
        Maximum

Balance(2)

        

	Class
    A-1	$17,465,263	$17,465,263
	Class
    A-2	$69,061,053	$69,061,053
	Class
    A-SB	$34,742,105	$34,742,105
	Class
    A-3	$242,631,579	$242,631,579
	Class
    A-4	$308,873,684	$308,873,684
	Class
    X-A	$721,789,474(4)	$721,789,474(4)
	Class
    X-B	$76,811,579(4)	$76,811,579(4)
	Class
    X-D	$57,304,211(4)	$57,304,211(4)
	Class
    X-E	$28,043,158(4)	$28,043,158(4)
	Class
    X-F	$10,972,632(4)	$10,972,632(4)
	Class
    X-G	$37,797,120(4)	$37,797,120(4)
	Class
    A-M	$39,015,789	$39,015,789
	Class
    B	$76,811,579	$76,811,579
	Class
    C	$42,673,684	$42,673,684
	Class
    D	$57,304,211	$57,304,211
	Class
    E	$28,043,158	$28,043,158
	Class
    F	$10,972,632	$10,972,632
	Class
    G	$37,797,120	$37,797,120
	Class
    V1-A	$0	$721,789,474
	Class
    V1-B	$0	$76,811,579
	Class
    V1-C	$0	$42,673,684
	Class
    V1-D	$0	$57,304,211
	Class
    V1-E	$0	$76,812,910
	Class
    V2	$0	$975,391,857



 

		(1)	The
                                         Initial Certificate Balance and the Initial Notional Amount, as applicable, of each Class
                                         of Certificates will be subject to re-designation as between such Classes pursuant to
                                         Section 5.09.



 


		(2)	The
                                         Initial Maximum Balance of each class of the Regular Certificates shown in the table
                                         above represents the maximum Certificate Balance or Notional Amount, as applicable, of
                                         such class without giving effect to any issuance of Class V1 or Class V2 Certificates.
                                         The Initial Maximum Balance of the Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
                                         V1-E and Class V2 Certificates shown in the table above represents the maximum principal
                                         balance of such Certificates that could be issued in an exchange pursuant to Section
                                         5.09.



 


The
Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class S and Class R Certificates do not have Certificate
Balances. Additionally, the Class S and Class R Certificates do not have Notional Amounts. The Certificate Balance of any
Class of Certificates (other than the Class X Certificates and the Class S and Class R Certificates) or Regular Interest outstanding
at any time represents the maximum amount which holders thereof are entitled to receive as distributions allocable to principal
from the cash flow on the Mortgage Loans and the other assets in the Trust Fund; provided that if amounts previously allocated
as Realized Losses, to a Class of Certificates or Regular Interest in reduction of the Certificate Balance thereof are





 



    -6-


     

    




 


subsequently
recovered (including without limitation after the reduction of the Certificate Balance of such Class to zero), such Class may
receive distributions in respect of such recoveries in accordance with the priorities set forth in Section 4.01 of
this Agreement.


 


Pursuant
to the RRI Interest Purchase Agreement, GACC is purchasing from the Depositor, and DBNY and CGMRC are purchasing from GACC the
respective portions of the Certificate Balance, the Notional Amount or Percentage Interest, as applicable, of each Class of Certificates
set forth below:


 


	
 
	 	DBNY(1)
 
	 	CGMRC(1)
 

	 	 	 	 	 
	Class of Certificates
 
	 	Certificate Balance, Notional Amount or
 Percentage Interest	 	Certificate Balance, Notional Amount or Percentage Interest
 

	Class A-1	 	$608,838	 	$264,425
	Class A-2	 	$2,407,464	 	$1,045,589
	Class A-SB	 	$1,211,107	 	$525,998
	Class A-3	 	$8,806,720	 	$3,824,859
	Class A-4	 	$10,767,315	 	$4,676,369
	Class X-A	 	$25,161,532	 	$10,927,942
	Class A-M	 	$1,360,088	 	$590,702
	Class B	 	$2,677,646	 	$1,162,933
	Class C	 	$1,487,602	 	$646,083
	Class X-B	 	$2,677,646	 	$1,162,933
	Class X-D	 	$1,997,621	 	$867,590
	Class X-E	 	$977,583	 	$424,575
	Class X-F	 	$382,505	 	$166,126
	Class X-G	 	$1,317,605	 	$572,251
	Class D	 	$1,997,621	 	$867,590
	Class E	 	$977,583	 	$424,575
	Class F	 	$382,505	 	$166,126
	Class G	 	$1,317,605	 	$572,251
	Class S	 	3.4859931%	 	1.5140069%



 


		(1)	The
                                         Certificates that DBNY is purchasing pursuant to the RRI Interest Purchase Agreement,
                                         as such Certificates may be exchanged pursuant to Section 5.09, are referred to
                                         in this Agreement collectively as the “RRI-A Interest”. The Certificates
                                         that CGMRC is purchasing pursuant to the RRI Interest Purchase Agreement, as such Certificates
                                         may be exchanged pursuant to Section 5.09, are referred to in this Agreement collectively
                                         as the “RRI-B Interest”. The RRI-A Interest and the RRI-B Interest,
                                         as the Certificates evidencing each may be exchanged pursuant to Section 5.09,
                                         are referred to in this Agreement collectively as the “RRI Interest”.



 


As
of the Cut-off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $975,391,857.


 


In
consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the other parties hereto hereby agree
as follows:


 


Article I



DEFINITIONS


 


Section 1.01     Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.


 


“8-K
Filing Deadline”: As defined in Section 10.09 of this Agreement.


 






    -7-


     

    

 


“10-K Filing
Deadline”: As defined in Section 10.07 of this Agreement.


 


“17g-5 Information
Provider”: The Certificate Administrator.


 


“17g-5 Information
Provider’s Website”: The internet website of the 17g-5 Information Provider, initially located at www.ctslink.com,
under the “NRSRO” tab or other applicable tab of the respective transaction, access to which is limited to the Depositor
and to NRSROs who have provided an NRSRO Certification to the 17g-5 Information Provider.


 


“10 Hudson Yards
Companion Loans”: As defined in the Preliminary Statement.


 


“10 Hudson Yards
Pari Passu Companion Loans”: As defined in the Preliminary Statement.


 


“10 Hudson Yards
Subordinate Companion Loans”: As defined in the Preliminary Statement.


 


“10 Hudson Yards
Mortgage Loan”: As defined in the Preliminary Statement.


 


“10 Hudson Yards
Trust and Servicing Agreement”: The trust and servicing agreement, dated as of August 6, 2016 among Deutsche Mortgage
& Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, AEGON USA Realty Advisors,
LLC, as special servicer, Wilmington Trust, National Association, as trustee and Wells Fargo Bank, National Association, as certificate
administrator and custodian, and entered into in connection with the Hudson Yards 2016-10HY Mortgage Trust.


 


“10 Hudson Yards
Service Providers”: With respect to the 10 Hudson Yards Companion Loans, the related Other Trustee, Other Servicer, Other
Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest advances
in respect of such mortgage loan pursuant to the related Other Pooling and Servicing Agreement.


 


“10 Hudson Yards
Whole Loan”: The 10 Hudson Yards Companion Loans, together with the 10 Hudson Yards Mortgage Loan. References herein
to the 10 Hudson Yards Whole Loan shall be construed to refer to the aggregate indebtedness under the related notes with respect
to the 10 Hudson Yards Mortgage Loan and the 10 Hudson Yards Companion Loans.


 


“229 West 43rd
Street Retail Condo Companion Loans”: As defined in the Preliminary Statement.


 


“229 West 43rd
Street Retail Condo Mortgage Loan”: As defined in the Preliminary Statement.


 


“229 West 43rd
Street Retail Condo Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of the
229 West 43rd Street Retail Condo Whole Loan. The 229 West 43rd Street Retail Condo Pari Passu Note A-1 is included in the Trust
Fund and is pari passu in right of payment to the 229 West 43rd Street Retail Condo Pari Passu Note A-6, the 229 West 43rd
Street Retail Condo Pari Passu Note A-2, the 229 West 43rd


 



    -8-


     

    

 


Street Retail Condo Pari Passu Note A-3, the 229 West 43rd Street Retail
Condo Pari Passu Note A-4, the 229 West 43rd Street Retail Condo Pari Passu Note A-5, the 229 West 43rd Street Retail Condo Pari
Passu Note A-7 and the 229 West 43rd Street Retail Condo Pari Passu Note A-8, as set forth in the related Intercreditor Agreement.
As of the Closing Date, the 229 West 43rd Street Retail Condo Pari Passu Note A-1, together with the 229 West 43rd Street Retail
Condo Pari Passu Note A-6, is a Mortgage Loan.


 


“229 West 43rd
Street Retail Condo Pari Passu Note A-6”: The promissory note designated as Note A-6, which evidences a portion of the
229 West 43rd Street Retail Condo Whole Loan. The 229 West 43rd Street Retail Condo Pari Passu Note A-6 is included in the Trust
Fund and is pari passu in right of payment to the 229 West 43rd Street Retail Condo Pari Passu Note A-1, the 229 West 43rd
Street Retail Condo Pari Passu Note A-2, the 229 West 43rd Street Retail Condo Pari Passu Note A-3, the 229 West 43rd Street Retail
Condo Pari Passu Note A-4, the 229 West 43rd Street Retail Condo Pari Passu Note A-5, the 229 West 43rd Street Retail Condo Pari
Passu Note A-7 and the 229 West 43rd Street Retail Condo Pari Passu Note A-8, as set forth in the related Intercreditor Agreement.
As of the Closing Date, the 229 West 43rd Street Retail Condo Pari Passu Note A-6, together with the 229 West 43rd Street Retail
Condo Pari Passu Note A-1, is a Mortgage Loan.


 


“229 West 43rd
Street Retail Condo Pari Passu Note A-2”: The promissory note designated as Note A-2, which evidences a portion of the
229 West 43rd Street Retail Condo Whole Loan. The 229 West 43rd Street Retail Condo Pari Passu Note A-2 is not included in the
Trust Fund and is pari passu in right of payment to the 229 West 43rd Street Retail Condo Pari Passu Note A-1, the 229 West
43rd Street Retail Condo Pari Passu Note A-6, the 229 West 43rd Street Retail Condo Pari Passu Note A-3, the 229 West 43rd Street
Retail Condo Pari Passu Note A-4, the 229 West 43rd Street Retail Condo Pari Passu Note A-5, the 229 West 43rd Street Retail Condo
Pari Passu Note A-7 and the 229 West 43rd Street Retail Condo Pari Passu Note A-8, as set forth in the related Intercreditor Agreement.
As of the Closing Date, the 229 West 43rd Street Retail Condo Pari Passu Note A-2 is held by DBNY or an affiliate.


 


“229 West
43rd Street Retail Condo Pari Passu Note A-3”: The promissory note designated as Note A-3, which evidences a
portion of the 229 West 43rd Street Retail Condo Whole Loan. The 229 West 43rd Street Retail Condo Pari Passu Note A-3 is not
included in the Trust Fund and is pari passu in right of payment to the 229 West 43rd Street Retail Condo Pari Passu
Note A-1, the 229 West 43rd Street Retail Condo Pari Passu Note A-6, the 229 West 43rd Street Retail Condo Pari Passu Note
A-2, the 229 West 43rd Street Retail Condo Pari Passu Note A-4, the 229 West 43rd Street Retail Condo Pari Passu Note A-5,
the 229 West 43rd Street Retail Condo Pari Passu Note A-7 and the 229 West 43rd Street Retail Condo Pari Passu Note A-8, as
set forth in the related Intercreditor Agreement. As of the Closing Date, the 229 West 43rd Street Retail Condo Pari Passu
Note A-3 is held by DBNY or an affiliate.


 


“229 West 43rd
Street Retail Condo Pari Passu Note A-4”: The promissory note designated as Note A-4, which evidences a portion of the
229 West 43rd Street Retail Condo Whole Loan. The 229 West 43rd Street Retail Condo Pari Passu Note A-4 is not included in the
Trust Fund and is pari passu in right of payment to the 229 West 43rd Street Retail Condo Pari Passu Note A-1, the 229 West
43rd Street Retail Condo Pari Passu Note A-6, the 229 West 43rd Street Retail Condo Pari Passu Note A-2, the 229 West 43rd Street
Retail Condo Pari Passu Note A-3, the 229 West 43rd Street Retail Condo Pari Passu Note A-5, the 229 West 43rd Street


 



    -9-


     

    

 


Retail Condo
Pari Passu Note A-7 and the 229 West 43rd Street Retail Condo Pari Passu Note A-8, as set forth in the related Intercreditor Agreement.
As of the Closing Date, the 229 West 43rd Street Retail Condo Pari Passu Note A-4 is held by DBNY or an affiliate.


 


“229 West 43rd
Street Retail Condo Pari Passu Note A-5”: The promissory note designated as Note A-5, which evidences a portion of the
229 West 43rd Street Retail Condo Whole Loan. The 229 West 43rd Street Retail Condo Pari Passu Note A-5 is not included in the
Trust Fund and is pari passu in right of payment to the 229 West 43rd Street Retail Condo Pari Passu Note A-1, the 229 West
43rd Street Retail Condo Pari Passu Note A-6, the 229 West 43rd Street Retail Condo Pari Passu Note A-2, the 229 West 43rd Street
Retail Condo Pari Passu Note A-3, the 229 West 43rd Street Retail Condo Pari Passu Note A-4, the 229 West 43rd Street Retail Condo
Pari Passu Note A-7 and the 229 West 43rd Street Retail Condo Pari Passu Note A-8, as set forth in the related Intercreditor Agreement.
As of the Closing Date, the 229 West 43rd Street Retail Condo Pari Passu Note A-5 is held by DBNY or an affiliate.


 


“229 West 43rd
Street Retail Condo Pari Passu Note A-7”: The promissory note designated as Note A-7, which evidences a portion of the
229 West 43rd Street Retail Condo Whole Loan. The 229 West 43rd Street Retail Condo Pari Passu Note A-7 is not included in the
Trust Fund and is pari passu in right of payment to the 229 West 43rd Street Retail Condo Pari Passu Note A-1, the 229 West
43rd Street Retail Condo Pari Passu Note A-6, the 229 West 43rd Street Retail Condo Pari Passu Note A-2, the 229 West 43rd Street
Retail Condo Pari Passu Note A-3, the 229 West 43rd Street Retail Condo Pari Passu Note A-4, the 229 West 43rd Street Retail Condo
Pari Passu Note A-5 and the 229 West 43rd Street Retail Condo Pari Passu Note A-8, as set forth in the related Intercreditor Agreement.
As of the Closing Date, the 229 West 43rd Street Retail Condo Pari Passu Note A-7 is held by DBNY or an affiliate.


 


“229 West 43rd
Street Retail Condo Pari Passu Note A-8”: The promissory note designated as Note A-8, which evidences a portion of the
229 West 43rd Street Retail Condo Whole Loan. The 229 West 43rd Street Retail Condo Pari Passu Note A-8 is not included in the
Trust Fund and is pari passu in right of payment to the 229 West 43rd Street Retail Condo Pari Passu Note A-1, the 229 West
43rd Street Retail Condo Pari Passu Note A-6, the 229 West 43rd Street Retail Condo Pari Passu Note A-2, the 229 West 43rd Street
Retail Condo Pari Passu Note A-3, the 229 West 43rd Street Retail Condo Pari Passu Note A-4, the 229 West 43rd Street Retail Condo
Pari Passu Note A-5 and the 229 West 43rd Street Retail Condo Pari Passu Note A-7, as set forth in the related Intercreditor Agreement.
As of the Closing Date, the 229 West 43rd Street Retail Condo Pari Passu Note A-8 is held by DBNY or an affiliate.


 


“229 West 43rd
Street Retail Condo Whole Loan”: The 229 West 43rd Street Retail Condo Companion Loans, together with the 229 West 43rd
Street Retail Condo Mortgage Loan. References herein to the 229 West 43rd Street Retail Condo Whole Loan shall be construed to
refer to the aggregate indebtedness under the 229 West 43rd Street Retail Condo Pari Passu Note A-1, the 229 West 43rd Street Retail
Condo Pari Passu Note A-6, the 229 West 43rd Street Retail Condo Pari Passu Note A-2, the 229 West 43rd Street Retail Condo Pari
Passu Note A-3, the 229 West 43rd Street Retail Condo Pari Passu Note A-4, the 229 West 43rd Street Retail Condo Pari Passu Note
A-5, the 229 West 43rd Street Retail Condo Pari Passu Note A-7 and the 229 West 43rd Street Retail Condo Pari Passu Note A-8.


 



    -10-


     

    

 


“60 Madison
Avenue Companion Loan”: As defined in the Preliminary Statement.


 


“60 Madison
Avenue Mortgage Loan”: As defined in the Preliminary Statement.


 


“60 Madison
Avenue Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of the 60 Madison
Avenue Whole Loan. The 60 Madison Avenue Pari Passu Note A-1 is included in the Trust Fund and is pari passu in right of
payment to the 60 Madison Avenue Pari Passu Note A-2, as set forth in the related Intercreditor Agreement. As of the Closing Date,
the 60 Madison Avenue Pari Passu Note A-1 is a Mortgage Loan.


 


“60 Madison
Avenue Pari Passu Note A-2”: The promissory note designated as Note A-2, which evidences a portion of the 60 Madison
Avenue Whole Loan. The 60 Madison Avenue Pari Passu Note A-2 is not included in the Trust Fund and is pari passu in right
of payment to the 60 Madison Avenue Pari Passu Note A-1, as set forth in the related Intercreditor Agreement. As of the Closing
Date, the 60 Madison Avenue Pari Passu Note A-2 is held by the JPMDB 2016-C4 Mortgage Trust.


 


“60 Madison
Avenue Whole Loan”: The 60 Madison Avenue Companion Loan, together with the 60 Madison Avenue Mortgage Loan. References
herein to the 60 Madison Avenue Whole Loan shall be construed to refer to the aggregate indebtedness under the 60 Madison Avenue
Pari Passu Note A-1 and the 60 Madison Avenue Pari Passu Note A-2.


 


“667 Madison
Avenue Companion Loans”: As defined in the Preliminary Statement.


 


“667 Madison
Avenue Pari Passu Companion Loan”: As defined in the Preliminary Statement.


 


“667 Madison
Avenue Subordinate Companion Loan”: As defined in the Preliminary Statement.


 


“667 Madison
Avenue Mortgage Loan”: As defined in the Preliminary Statement.


 


“667 Madison
Avenue Trust and Servicing Agreement”: The trust and servicing agreement, dated as of October 6, 2016 among Deutsche
Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, AEGON USA Realty Advisors,
LLC, as special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator and custodian, and Park
Bridge Lender Services LLC, as operating advisor, and entered into in connection with the COMM 2016-667M Mortgage Trust.


 


“667 Madison
Avenue Service Providers”: With respect to the 667 Madison Avenue Companion Loans, the related Other Trustee, Other Servicer,
Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest advances
in respect of such mortgage loan pursuant to the related Other Pooling and Servicing Agreement.


 



    -11-


     

    

 


“667 Madison
Avenue Whole Loan”: The 667 Madison Avenue Companion Loans, together with the 667 Madison Avenue Mortgage Loan. References
herein to the 667 Madison Avenue Whole Loan shall be construed to refer to the aggregate indebtedness under the 667 Madison Avenue
Mortgage Loan and the 667 Madison Avenue Companion Loans.


 


“8 Times Square
& 1460 Broadway Companion Loans”: As defined in the Preliminary Statement.


 


“8 Times Square
& 1460 Broadway Mortgage Loan”: As defined in the Preliminary Statement.


 


“8 Times Square
& 1460 Broadway Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of the
8 Times Square & 1460 Broadway Whole Loan. The 8 Times Square & 1460 Broadway Pari Passu Note A-1 is included in the Trust
Fund and is pari passu in right of payment to the 8 Times Square & 1460 Broadway Pari Passu Note A-2-A and the 8 Times
Square & 1460 Broadway Pari Passu Note A-2-B, as set forth in the related Intercreditor Agreement. As of the Closing Date,
the 8 Times Square & 1460 Broadway Pari Passu Note A-1 is a Mortgage Loan.


 


“8 Times Square
& 1460 Broadway Pari Passu Note A-2-A”: The promissory note designated as Note A-2-A, which evidences a portion of
the 8 Times Square & 1460 Broadway Whole Loan. The 8 Times Square & 1460 Broadway Pari Passu Note A-2-A is not included
in the Trust Fund and is pari passu in right of payment to the 8 Times Square & 1460 Broadway Pari Passu Note A-1 and
the 8 Times Square & 1460 Broadway Pari Passu Note A-2-B, as set forth in the related Intercreditor Agreement. As of the Closing
Date, the 8 Times Square & 1460 Broadway Pari Passu Note A-2-A is held by CGMRC or an affiliate.


 


“8 Times Square
& 1460 Broadway Pari Passu Note A-2-B”: The promissory note designated as Note A-2-B, which evidences a portion of
the 8 Times Square & 1460 Broadway Whole Loan. The 8 Times Square & 1460 Broadway Pari Passu Note A-2-B is not included
in the Trust Fund and is pari passu in right of payment to the 8 Times Square & 1460 Broadway Pari Passu Note A-1 and
the 8 Times Square & 1460 Broadway Pari Passu Note A-2-A, as set forth in the related Intercreditor Agreement. As of the Closing
Date, the 8 Times Square & 1460 Broadway Pari Passu Note A-2-B is held by CGMRC or an affiliate.


 


“8 Times Square
& 1460 Broadway Whole Loan”: The 8 Times Square & 1460 Broadway Companion Loan, together with the 8 Times Square
& 1460 Broadway Mortgage Loan. References herein to the 8 Times Square & 1460 Broadway Whole Loan shall be construed to
refer to the aggregate indebtedness under the 8 Times Square & 1460 Broadway Pari Passu Note A-1, the 8 Times Square &
1460 Broadway Pari Passu Note A-2-A and the 8 Times Square & 1460 Broadway Pari Passu Note A-2-B.


 


“80 Park Plaza
Companion Loans”: As defined in the Preliminary Statement.


 


“80 Park Plaza
Mortgage Loan”: As defined in the Preliminary Statement.


 


“80 Park Plaza
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of November 1, 2016, among Citigroup
Commercial Mortgage Securities


 



    -12-


     

    

 


Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, Rialto Capital Advisors, LLC, as special servicer, Deutsche Bank Trust Company Americas, as trustee and as custodian,
Citibank, N.A., as certificate administrator, and Trimont Real Estate Advisors LLC, as operating advisor and as asset representations
reviewer, and entered into in connection with the creation of the Citigroup Commercial Mortgage Trust 2016-C3.


 


“80 Park Plaza
Service Providers”: With respect to the 80 Park Plaza Companion Loans, the related Other Trustee, Other Servicer, Other
Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest advances
in respect of such mortgage loan pursuant to any related Other Pooling and Servicing Agreement.


 


“80 Park Plaza
Whole Loan”: The 80 Park Plaza Companion Loans, together with the 80 Park Plaza Mortgage Loan. References herein to the
80 Park Plaza Whole Loan shall be construed to refer to the aggregate indebtedness under the 80 Park Plaza Mortgage Loan and the
80 Park Plaza Companion Loans.


 


“AB Modified
Loan” Any Corrected Mortgage Loan (1) that became a Corrected Mortgage Loan (which includes for purposes of this definition
any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant
to the related Other Pooling and Servicing Agreement) due to a modification thereto that resulted in the creation of an A/B note
structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the
new junior note(s) was previously part of either an A note held by the Trust or the original unmodified Mortgage Loan and (2) as
to which an Appraisal Reduction Amount is not in effect.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
any Default arising when the related Loan Documents require that the related Borrower must maintain standard extended coverage
casualty insurance or other insurance that covers acts of terrorism and the Special Servicer has determined, in accordance with
the Servicing Standard (and (i) unless a Control Termination Event has occurred and is continuing, with the consent of the Directing
Holder and (ii) with respect to a Specially Serviced Loan, after consultation with the Risk Retention Consultation Parties pursuant
to Section 6.07 (in either case, other than with respect to any Mortgage Loan that is an Excluded Mortgage Loan as to such
party)) (and after a Control Termination Event has occurred and is continuing, but prior to the occurrence and continuance of a
Consultation Termination Event, after non-binding consultation with the Directing Holder as provided in Section 6.07, other
than with respect to any Mortgage Loan that is an Excluded Mortgage Loan), that either (i) such insurance is not available at commercially
reasonable rates and the subject hazards are not at the time commonly insured against for properties similar to the Mortgaged Property
and located in or around the geographic region in which such Mortgaged Property is located (but only by reference to such insurance
that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate; provided
that the Directing Holder and the Risk Retention Consultation Parties will not have more than 30 days to respond to the Special
Servicer’s request for such consent or consultation, as applicable; provided, further, that upon the Special
Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer
to consult with the Directing Holder or the Risk Retention Consultation Parties, as applicable, the Special Servicer will not be


 



    -13-


     

    

 


required to do so. In making this determination, the Special Servicer, to the extent consistent with the Servicing Standard, may
rely on the opinion of an insurance consultant.


 


“Accrued AB
Loan Interest”: with respect to any AB Modified Loan and any date of determination, the accrued and unpaid interest that
remains unpaid with respect to the junior note(s) of such AB Modified Loan.


 


“Act”:
The Securities Act of 1933, as it may be amended from time to time.


 


“Action Notice
Response”: As defined in Section 2.03(l)(i).


 


“Actual/360
Basis”: The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month
(or other applicable accrual period) in a year assumed to consist of 360 days.


 


“Actual/360
Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule and any related Serviced Companion Loan.


 


“Additional
Form 10-D Disclosure”: As defined in Section 10.06 of this Agreement.


 


“Additional
Form 10-K Disclosure”: As defined in Section 10.07 of this Agreement.


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Mortgage Loan Sellers or the Underwriters (other than an Affiliate of any such party acting in the capacity of a Mortgage Loan
Seller Sub-Servicer), that Services any of the Mortgage Loans, and each Person, other than the Special Servicer, who is not an
Affiliate of any of the Master Servicer, the Certificate Administrator, the Trustee, the Mortgage Loan Sellers or the Underwriters,
who Services 10% or more of the Mortgage Loans (based on their Stated Principal Balance).


 


“Additional
Trust Fund Expense”: Any expense incurred with respect to the Trust Fund and not otherwise included in the calculation
of a Realized Loss that would result in the Regular Interests receiving less than the full amount of principal and/or the Interest
Accrual Amount to which they are entitled on any Distribution Date.


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate.


 


“Advance”:
Any P&I Advance or Servicing Advance.


 


“Advance Interest
Amount”: Interest at the Reimbursement Rate on the aggregate amount of P&I Advances and Servicing Advances for which
the Master Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from the date on which such Advance
was made to the date of payment or reimbursement of the related Advance or other such amount, less any amount of interest previously
paid on such Advance; provided that if,


 



    -14-


     

    

 


during any Collection Period in which an Advance was made, the related Borrower
makes payment of an amount in respect of which such Advance was made with interest at the Default Rate, the Advance Interest Amount
payable to the Master Servicer or the Trustee shall be paid first, from the amount of Default Interest on the related Mortgage
Loan (or Whole Loan, with respect to Servicing Advances) actually paid by such Borrower, second, from late payment fees
on the related Mortgage Loan (or Whole Loan, with respect to Servicing Advances) actually paid by the related Borrower, and third,
upon determining in accordance with the Servicing Standard that such Advance Interest Amount is not recoverable from the amounts
described in first or second, from other amounts on deposit in the Collection Account or the Serviced Whole Loan
Collection Account, as applicable.


 


“Adverse REMIC
Event”: Any action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause either
Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust Fund (including
but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure
property”).


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. The Trustee and the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or the Depositor to determine whether any Person
is an Affiliate of such party.


 


“Affiliated
Person”: Any Person (other than a Rating Agency) involved in the organization or operation of the Depositor or an affiliate,
as defined in Rule 405 of the Act, of such Person.


 


“Affirmative
Asset Review Vote”: As defined in Section 11.04(a).


 


“Agent Member”:
Members of, or Depository Participants in, the Depository.


 


“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.


 


“Allocated Loan
Amount”: With respect to each Mortgaged Property, the portion of the principal amount of the related Mortgage Loan allocated
to such Mortgaged Property in the applicable Mortgage, Loan Agreement or the Mortgage Loan Schedule.


 


“A.M. Best”:
A.M. Best Company, or its successor in interest.


 


“Anticipated
Repayment Date”: With respect to any Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date upon which such Mortgage Loan commences accruing interest at such Revised Rate.


 



    -15-


     

    

 


“Anticipated
Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to
Section 9.01(c) of this Agreement.


 


“Applicable
Law”: As defined in Section 8.02(f) of this Agreement.


 


“Applicable
Procedures”: As defined in Section 5.02(c)(ii)(A) of this Agreement.


 


“Applicable
State and Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the
State of New York and Illinois and (b) such state or local tax laws whose applicability shall have been brought to the attention
of the Certificate Administrator by either (i) an opinion of counsel delivered to it or (ii) written notice from the appropriate
taxing authority as to the applicability of such state or local tax laws.


 


“Appraised-Out
Class”: As defined in Section 4.08(b) of this Agreement.


 


“Appraisal”:
An appraisal prepared by an Independent MAI appraiser with at least five years’ experience in properties of like kind and
in the same area.


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced
Whole Loan as to which an Appraisal Reduction Event has occurred, an amount calculated by the Master Servicer (and, if no Consultation
Termination Event has occurred, in consultation with the Directing Holder, and, if a Control Termination Event has occurred and
is continuing, in consultation with the Operating Advisor to the extent set forth in Section 3.31(f) of this Agreement)
as of the first Determination Date that is at least 10 Business Days following the date the Master Servicer receives from the Special
Servicer the related Appraisal (and any information reasonably requested by the Master Servicer from the Special Servicer, to the
extent such information is in the possession of the Special Servicer, necessary to calculate the Appraisal Reduction Amount) or
the Special Servicer’s Small Loan Appraisal Estimate (and thereafter by the first Determination Date following any material
change in the amounts set forth in the following equation) equal to the excess, if any, of (a) the Stated Principal Balance of
such Mortgage Loan or Serviced Whole Loan over (b) the excess of (i) the sum of: (A) 90% of the appraised value of the related
Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to that Mortgage Loan
or Serviced Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid
by the Master Servicer as a Servicing Advance), minus such downward adjustments as the Special Servicer may make (without implying
any obligation to do so) based upon its review of the Appraisals and any other information it deems relevant, or (2) by an internal
valuation performed by the Special Servicer with respect to any Mortgage Loan or Serviced Whole Loan with an outstanding principal
balance less than $2,000,000, plus (B) all escrows and reserves (other than escrows and reserves for taxes and insurance), plus
(C) all insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan or Serviced
Whole Loan (whether paid or then payable by any insurance company or government authority), over (ii) the sum as of the Due Date
occurring in the month of the date of determination of (without duplication) (A) to the extent not previously advanced by the Master
Servicer or the Trustee, all unpaid interest on such Mortgage Loan or Serviced Whole Loan at a per annum rate equal to the
Mortgage Rate (or with respect to the applicable Serviced Whole Loan, the weighted average of the Mortgage Rates for the related
Mortgage Loan and related Serviced Companion Loans),


 



    -16-


     

    

 


(B) all unreimbursed Servicing Advances and the principal portion of all unreimbursed
P&I Advances, and all unpaid interest on Advances at the Reimbursement Rate, in respect of such Mortgage Loan or Serviced Whole
Loan, (C) any other unpaid Additional Trust Fund Expenses in respect of such Mortgage Loan or Serviced Whole Loan (but subject
to the provisions of Section 1.02(e)), (D) all currently due and unpaid real estate taxes, ground rents and assessments
and insurance premiums (net of any escrows or reserves therefor) that have not been the subject of an Advance by the Master Servicer
or the Trustee, as applicable, and (E) all other amounts due and unpaid with respect to such Mortgage Loan or Serviced Whole Loan
that, if not paid by the related Borrower, would result in a shortfall in distributions to the Certificateholders, except for Prepayment
Premiums and Yield Maintenance Charges payable due to an acceleration of such Mortgage Loan or Serviced Whole Loan following a
default thereunder; provided, without limiting the Special Servicer’s obligation to order and obtain such Appraisal,
if the Special Servicer has not obtained an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate, as applicable, referred
to above within 60 days of the Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of
clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event), the Appraisal Reduction Amount shall
be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or the applicable Serviced
Whole Loan until such time as such Updated Appraisal or Small Loan Appraisal Estimate referred to above is received and the Appraisal
Reduction Amount is recalculated.


 


Notwithstanding anything
herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or a Serviced Whole Loan or the related REO Property will be reduced to zero as of the date the related Mortgage Loan or
Serviced Whole Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust Fund. In addition, with respect
to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan as to which an Appraisal Reduction Event
has occurred, such Mortgage Loan or Serviced Whole Loan shall no longer be subject to the Appraisal Reduction Amount if (a) such
Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect
to the related Mortgage Loan) and (b) no other Appraisal Reduction Event has occurred and is continuing.


 


Each Serviced Whole Loan
will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to the mortgage
loans that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of a Serviced Whole Loan shall be allocated
pro rata, to the related Mortgage Loan and the related Serviced Pari Passu Companion Loan that is pari passu in right
of payment with such Mortgage Loan, if any.


 


For any Distribution
Date and for any Non-Serviced Mortgage Loan as to which an Appraisal Reduction Event has occurred, the Appraisal Reduction Amount
shall be an amount calculated by the applicable servicer in accordance with and pursuant to the terms of the related Other Pooling
and Servicing Agreement.


 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan, the earliest
of (i) the date on which such Mortgage Loan or Serviced Whole Loan becomes a Modified Mortgage Loan, (ii) the 90th day following
the occurrence of any uncured Delinquency in Periodic Payments with respect to


 



    -17-


     

    

 


such Mortgage Loan or Serviced Whole Loan, (iii)
receipt of notice that the related Borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues
in such capacity in respect of a Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan or the 60th day after the
related Borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of
a Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan, (iv) the date on which the Mortgaged Property securing
such Mortgage Loan or Serviced Whole Loan becomes a Serviced REO Property and (v) with respect to a Balloon Loan, a payment default
shall have occurred with respect to the related Balloon Payment; provided, however, if (a) the related Borrower is
diligently seeking a refinancing or sale of the related Mortgaged Property or Mortgaged Properties and delivers, on or prior to
the related Maturity Date or extended Maturity Date, a statement to the that effect and delivers, within 30 days following the
related Maturity Date or extended Maturity Date, a refinancing commitment, letter of intent or otherwise binding application for
refinancing from an acceptable lender or signed purchase agreement reasonably acceptable to the Master Servicer (who will be required
to promptly deliver a copy to the Special Servicer, the Operating Advisor (if a Control Termination Event has occurred and is continuing),
the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing), (B) the related
Borrower continues to make its Assumed Scheduled Payment, and (C) no other Appraisal Reduction Event has occurred with respect
to that Mortgage Loan or Serviced Whole Loan, an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond
the related Maturity Date (or extended Maturity Date) and (2) the termination of such transaction document.


 


“Arbitration
Rules”: As defined in Section 2.03(n)(i).


 


“ARD Loan”:
Any Mortgage Loan the terms of which provide that if, after an Anticipated Repayment Date, the related Borrower has not prepaid
such Mortgage Loan in full, any principal outstanding on that date will accrue interest at the Revised Rate rather than the Initial
Rate.


 


“ARD Grantor
Trust Assets”: The portion of the Trust Fund consisting of (i) the Excess Interest and (ii) the Excess Interest Distribution
Account.


 


“Asset Representations
Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, or its successor in interest, or any
successor Asset Representations Reviewer appointed as herein provided.


 


“Asset Representations
Reviewer Asset Review Fee”: As defined in Section 11.02(a).


 


“Asset Representations
Reviewer Fee Cap”: As defined in Section 11.02(a).


 


“Asset Representations
Reviewer Surveillance Personnel”: The divisions and individuals of the Asset Representations Reviewer who are involved
in the performance of the duties of the Asset Representations Reviewer under this Agreement.


 


“Asset Representations
Reviewer Termination Event”: As defined in Section 11.05(a).


 



    -18-


     

    

 


“Asset Review”:
A review of the compliance of each Delinquent Mortgage Loan with certain representations and warranties of the applicable Mortgage
Loan Seller, in accordance with the Asset Review Standard and the procedures set forth on Exhibit JJ hereto.


 


“Asset Review
Notice”: As defined in Section 11.01(b)(i).


 


“Asset Review
Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 12.01(a),
the Certificateholders evidencing at least 5% of the aggregate Voting Rights represented by all Certificates.


 


“Asset Review
Report”: A report setting forth the results of an Asset Review substantially in the form attached hereto as Exhibit
HH.


 


“Asset Review
Report Summary”: As defined in Section 11.01(a)(ix), a summary report setting forth the conclusions of an Asset
Review Report substantially in the form attached hereto as Exhibit II.


 


“Asset Review
Standard”: The performance of the Asset Representations Reviewer of its duties under this Agreement in good faith subject
to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in connection
with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment based on the
facts and circumstances known to it at the time of such determination or assumption.


 


“Asset Review
Trigger”: Any time that either (1) Mortgage Loans having an aggregate outstanding principal balance of 25.0% or more
of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan
in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent Mortgage Loans
or (2)(A) prior to and including the second anniversary of the Closing Date, at least 10 Mortgage Loans are Delinquent Mortgage
Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Mortgage Loans
in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including
any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection
Period, or (B) after the second anniversary of the Closing Date, at least 15 Mortgage Loans are Delinquent Mortgage Loans as of
the end of the applicable Collection Period and the aggregate outstanding principal balance of such Delinquent Mortgage Loans in
the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including
any REO Loans) (or a portion of any REO Loan in the case of a Whole Loan) held by the Trust as of the end of the applicable Collection
Period.


 


“Asset Review
Vote Election”: As defined in Section 11.01(a).


 


“Asset Status
Report”: As defined in Section 3.23(e) of this Agreement.


 


“Assignment
of Leases, Rents and Profits”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or
similar agreement executed by the Borrower, assigning to the mortgagee all of the income, rents and profits derived from the


 






    -19-


     

    

 


ownership,
operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged
and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.


 


“Assignment
of Mortgage”: An assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable
form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record
the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket
assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law and acceptable
for recording.


 


“Assumed Scheduled
Payment”: For any Collection Period with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) that
is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of any P&I Advances, the portion allocable
to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have
been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant Periodic Payment or the original amortization
schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate) (if any), assuming such Balloon Payment
had not become due, after giving effect to any prior modification, a default or a bankruptcy modification (or similar proceeding),
and (b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan (excluding, for purposes of any P&I Advances,
the portion allocable to any related Companion Loan) at its applicable Mortgage Rate (net of the related Servicing Fee Rate (other
than, in the case of any Non-Serviced Mortgage Loan, the servicing fee rate pursuant to the related Other Pooling and Servicing
Agreement)).


 


“Assumption
Fees”: Any fees (other than assumption application fees) collected by the Master Servicer or the Special Servicer in
connection with an assumption of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or related substitution
of a Borrower (or an interest therein) thereunder (in each case, as permitted or set forth in the related Loan Documents or under
the provisions of this Agreement).


 


“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 3.18 of this Agreement.


 


“Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (without duplication):


 


(a)             the
aggregate amount of all cash received on the Mortgage Loans (in the case of any Non-Serviced Mortgage Loan, only to the extent
received by the Trust pursuant to the related Other Pooling and Servicing Agreement and/or the related Non-Serviced Intercreditor
Agreement) (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.06(e)
of this Agreement) and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to
be deposited by the Master Servicer pursuant to Section 3.17(c)) on deposit in the Collection Account (in each case, exclusive
of any amount on deposit in the Collection Account that is held for the benefit of the Companion


 



    -20-


     

    

 


Loan Noteholders), as of the Master
Servicer Remittance Date, exclusive of (without duplication):


 


(i)          all
Periodic Payments and Balloon Payments paid by the Borrowers that are due on a Due Date (without regard to grace periods) after
the end of the related Collection Period (without regard to grace periods);


 


(ii)         all
unscheduled payments of principal (including Principal Prepayments (together with any related payments of interest allocable to
the period following the Due Date for the related Mortgage Loan during the related Collection Period)), unscheduled interest,
Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds and other unscheduled recoveries received subsequent to the
related Determination Date (or, with respect to voluntary prepayments of principal of each Mortgage Loan with a Due Date occurring
after the related Determination Date, subsequent to the related Due Date) allocable to the Mortgage Loans;


 


(iii)        all
amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xv), inclusive, of
Section 3.06(a) of this Agreement;


 


(iv)        with
respect to each Actual/360 Loan and any Distribution Date in (1) each February and (2) any January occurring in a year that is
not a leap year (unless, in either case, such Distribution Date is the final Distribution Date), an amount equal to one day of
interest on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the month
preceding the month in which the subject Distribution Date occurs at the related Net Mortgage Rate, to the extent such amounts
are to be deposited in the Interest Reserve Account and held for future distribution pursuant to Section 3.05(e) of this
Agreement;


 


(v)         all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class S, Class V1-E and Class V2 Certificates,
as described in Section 4.01(k));


 


(vi)        all
Yield Maintenance Charges and Prepayment Premiums allocable to the Mortgage Loans;


 


(vii)       all
amounts deposited in the Collection Account or the Lower-Tier Distribution Account, as the case may be, in error; and


 


(viii)      all
Penalty Charges retained in the Collection Account pursuant to Section 3.05(a)(vii) of this Agreement; and


 


(b)          if
and to the extent not already included in clause (a) hereof, the aggregate amount transferred on or before the applicable Determination
Date from the REO Account allocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section
3.15(b);


 



    -21-


     

    

 


(c)          P&I
Advances made by the Master Servicer or the Trustee, as applicable, for such Distribution Date (net of the related Certificate
Administrator/Trustee Fee with respect to the Mortgage Loans for which such P&I Advances are made); and


 


(d)          with
respect to each Actual/360 Loan and for the Distribution Date occurring in each March (or February if the final Distribution Date
occurs in such month), the Withheld Amounts remitted to the Lower-Tier Distribution Account pursuant to Section 3.05(e)
of this Agreement.


 


Notwithstanding the investment
of funds held in the Collection Account or the Lower-Tier Distribution Account pursuant to Section 3.07 of this Agreement,
for purposes of calculating the Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.


 


“Balloon Loan”:
Any Mortgage Loan or Serviced Whole Loan that requires a payment of principal on the maturity date in excess of its constant Periodic
Payment.


 


“Balloon Payment”:
With respect to each Balloon Loan, the scheduled payment of principal due on the Maturity Date (less principal included in the
applicable amortization schedule or scheduled Periodic Payment).


 


“Base Interest
Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and any of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C and Class D Regular Interests, a fraction (not greater than one) (a) whose numerator
is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Regular Interest exceeds (ii) the yield
rate (as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable,
with respect to such Principal Prepayment and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such
Mortgage Loan exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield
Maintenance Charge, as applicable, with respect to such Principal Prepayment; provided that if such yield rate is greater
than or equal to the Mortgage Rate on such Mortgage Loan, then the Base Interest Fraction shall be zero; provided, further,
that if such yield rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than the Pass-Through Rate
described in clause (a)(i) above, then the Base Interest Fraction shall be one.


 


To the extent that the
“yield rate” referred to in the immediately preceding paragraph to be provided by the Master Servicer is not provided
in the related Loan Documents, such “yield rate” shall be, when compounded monthly, equivalent to the yield, on the
U.S. Treasury primary issue with a maturity date closest to the Maturity Date or Anticipated Repayment Date, as applicable, for
the prepaid Mortgage Loan. In the event that there are: (a) two or more U.S. Treasury issues with the same coupon the issue with
the lower yield shall be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the Maturity Date
or Anticipated Repayment Date, as applicable, for such prepaid Mortgage Loan, the issue with the earlier maturity date shall be
selected.


 


“Bid Allocation”:
With respect to the Master Servicer and each Sub-Servicer therefor and the proceeds of any bid pursuant to Section 7.01(a)
of this Agreement, the amount of such proceeds (net of any expenses incurred in connection with such bid and the transfer of


 



    -22-


     

    

 


servicing),
multiplied by a fraction equal to (a) the Servicing Fee Amount for the Master Servicer or such Sub-Servicer therefor, as the case
may be, as of such date of determination, over (b) the aggregate of the Servicing Fee Amounts for the Master Servicer and all Sub-Servicers
therefor as of such date of determination.


 


“Birch Run Premium
Outlets Companion Loans”: As defined in the Preliminary Statement.


 


“Birch Run Premium
Outlets Mortgage Loan”: As defined in the Preliminary Statement.


 


“Birch Run Premium
Outlets Pari Passu Note A-1-B2”: The promissory note designated as Note A-1-B2, which evidences a portion of the Birch
Run Premium Outlets Whole Loan. The Birch Run Premium Outlets Pari Passu Note A-1-B2 is included in the Trust Fund and is pari
passu in right of payment to the Birch Run Premium Outlets Pari Passu Note A-2-B, the Birch Run Premium Outlets Pari Passu
Note A-3, the Birch Run Premium Outlets Pari Passu Note A-1-A, the Birch Run Premium Outlets Pari Passu Note A-2-A, the Birch Run
Premium Outlets Pari Passu Note A-4 and the Birch Run Premium Outlets Pari Passu Note A-1-B1, as set forth in the related Intercreditor
Agreement. As of the Closing Date, the Birch Run Premium Outlets Pari Passu Note A-1-B2, together with the Birch Run Premium Outlets
Pari Passu Note A-2-B and the Birch Run Premium Outlets Pari Passu Note A-3, is a Mortgage Loan.


 


“Birch Run Premium
Outlets Pari Passu Note A-2-B”: The promissory note designated as Note A-2-B, which evidences a portion of the Birch
Run Premium Outlets Whole Loan. The Birch Run Premium Outlets Pari Passu Note A-2-B is included in the Trust Fund and is pari
passu in right of payment to the Birch Run Premium Outlets Pari Passu Note A-1-B2, the Birch Run Premium Outlets Pari Passu
Note A-3, the Birch Run Premium Outlets Pari Passu Note A-1-A, the Birch Run Premium Outlets Pari Passu Note A-2-A, the Birch Run
Premium Outlets Pari Passu Note A-4 and the Birch Run Premium Outlets Pari Passu Note A-1-B1, as set forth in the related Intercreditor
Agreement. As of the Closing Date, the Birch Run Premium Outlets Pari Passu Note A-2-B, together with the Birch Run Premium Outlets
Pari Passu Note A-1-B2 and the Birch Run Premium Outlets Pari Passu Note A-3, is a Mortgage Loan.


 


“Birch Run Premium
Outlets Pari Passu Note A-3”: The promissory note designated as Note A-3, which evidences a portion of the Birch Run
Premium Outlets Whole Loan. The Birch Run Premium Outlets Pari Passu Note A-3 is included in the Trust Fund and is pari passu
in right of payment to the Birch Run Premium Outlets Pari Passu Note A-1-B2, the Birch Run Premium Outlets Pari Passu Note A-2-B,
the Birch Run Premium Outlets Pari Passu Note A-1-A, the Birch Run Premium Outlets Pari Passu Note A-2-A, the Birch Run Premium
Outlets Pari Passu Note A-4 and the Birch Run Premium Outlets Pari Passu Note A-1-B1, as set forth in the related Intercreditor
Agreement. As of the Closing Date, the Birch Run Premium Outlets Pari Passu Note A-3, together with the Birch Run Premium Outlets
Pari Passu Note A-1-B2 and the Birch Run Premium Outlets Pari Passu Note A-2-B, is a Mortgage Loan.


 


“Birch Run Premium
Outlets Pari Passu Note A-1-A”: The promissory note designated as Note A-1-A, which evidences a portion of the Birch
Run Premium Outlets Whole Loan. The Birch Run Premium Outlets Pari Passu Note A-1-A is not included in the Trust Fund and is pari
passu in right of payment to the Birch Run Premium Outlets Pari Passu Note A-1-B2,


 



    -23-


     

    

 


the Birch Run Premium Outlets Pari Passu
Note A-2-B, the Birch Run Premium Outlets Pari Passu Note A-3, the Birch Run Premium Outlets Pari Passu Note A-2-A, the Birch Run
Premium Outlets Pari Passu Note A-4 and the Birch Run Premium Outlets Pari Passu Note A-1-B1, as set forth in the related Intercreditor
Agreement. As of the Closing Date, the Birch Run Premium Outlets Pari Passu Note A-1-A is included in the COMM 2016-DC2 Mortgage
Trust.


 


“Birch Run Premium
Outlets Pari Passu Note A-2-A”: The promissory note designated as Note A-2-A, which evidences a portion of the Birch
Run Premium Outlets Whole Loan. The Birch Run Premium Outlets Pari Passu Note A-2-A is not included in the Trust Fund and is pari
passu in right of payment to the Birch Run Premium Outlets Pari Passu Note A-1-B2, the Birch Run Premium Outlets Pari Passu
Note A-2-B, the Birch Run Premium Outlets Pari Passu Note A-3, the Birch Run Premium Outlets Pari Passu Note A-1-A, the Birch Run
Premium Outlets Pari Passu Note A-4 and the Birch Run Premium Outlets Pari Passu Note A-1-B1, as set forth in the related Intercreditor
Agreement. As of the Closing Date, the Birch Run Premium Outlets Pari Passu Note A-2-A is included in the CD 2016-CD1 Mortgage
Trust.


 


“Birch Run Premium
Outlets Pari Passu Note A-4”: The promissory note designated as Note A-4, which evidences a portion of the Birch Run
Premium Outlets Whole Loan. The Birch Run Premium Outlets Pari Passu Note A-4 is not included in the Trust Fund and is pari
passu in right of payment to the Birch Run Premium Outlets Pari Passu Note A-1-B2, the Birch Run Premium Outlets Pari Passu
Note A-2-B, the Birch Run Premium Outlets Pari Passu Note A-3, the Birch Run Premium Outlets Pari Passu Note A-1-A, the Birch Run
Premium Outlets Pari Passu Note A-2-A and the Birch Run Premium Outlets Pari Passu Note A-1-B1, as set forth in the related Intercreditor
Agreement. As of the Closing Date, the Birch Run Premium Outlets Pari Passu Note A-4 is included in the CD 2016-CD1 Mortgage Trust.


 


“Birch Run Premium
Outlets Pari Passu Note A-1-B1”: The promissory note designated as Note A-1-B1, which evidences a portion of the Birch
Run Premium Outlets Whole Loan. The Birch Run Premium Outlets Pari Passu Note A-1-B1 is not included in the Trust Fund and is pari
passu in right of payment to the Birch Run Premium Outlets Pari Passu Note A-1-B2, the Birch Run Premium Outlets Pari Passu
Note A-2-B, the Birch Run Premium Outlets Pari Passu Note A-3, the Birch Run Premium Outlets Pari Passu Note A-1-A, the Birch Run
Premium Outlets Pari Passu Note A-2-A and the Birch Run Premium Outlets Pari Passu Note A-4, as set forth in the related Intercreditor
Agreement. As of the Closing Date, the Birch Run Premium Outlets Pari Passu Note A-1-B1 is included in the COMM 2016-COR1 Mortgage
Trust.


 


“Birch Run Premium
Outlets Whole Loan”: The Birch Run Premium Outlets Companion Loans, together with the Birch Run Premium Outlets Mortgage
Loan. References herein to the Birch Run Premium Outlets Whole Loan shall be construed to refer to the aggregate indebtedness under
the Birch Run Premium Outlets Pari Passu Note A-1-B2, the Birch Run Premium Outlets Pari Passu Note A-2-B, the Birch Run Premium
Outlets Pari Passu Note A-3, the Birch Run Premium Outlets Pari Passu Note A-1-A, the Birch Run Premium Outlets Pari Passu Note
A-2-A, the Birch Run Premium Outlets Pari Passu Note A-4 and the Birch Run Premium Outlets Pari Passu Note A-1-B1.


 


“Book-Entry
Certificate” shall mean any Certificate registered in the name of the Depository or its nominee.


 



    -24-


     

    

 


“Borrower”:
With respect to any Mortgage Loan, Companion Loan or Serviced Whole Loan, any obligor or obligors on any related Mortgage Note
or Mortgage Notes, including in connection with a Mortgage Loan, Companion Loan or Serviced Whole Loan that utilizes an indemnity
deed of trust (“IDOT”) structure, the borrower and the Mortgaged Property owner / payment guarantor / mortgagor,
individually and collectively, as the context may require.


 


“Borrower Accounts”:
As defined in Section 3.07(a) of this Agreement.


 


“Borrower Party”:
A borrower, a mortgagor, a manager of a Mortgaged Property, Restricted Mezzanine Holder or any Borrower Party Affiliate.


 


“Borrower Party
Affiliate”: With respect to a borrower, a mortgagor, a manager of a Mortgaged Property or a Restricted Mezzanine Holder,
(a) any other Person controlling or controlled by or under common control with such borrower, mortgagor, manager or Restricted
Mezzanine Holder, as applicable, (b) solely with respect to the 10 largest Mortgage Loans by Stated Principal Balance, any other
Person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor or manager, as applicable,
or (c) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such Restricted Mezzanine Holder.
For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


“Breach”:
As defined in Section 2.03(e) of this Agreement.


 


“Business Day”:
Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in New York, New York or the principal cities in which the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate
Administrator conduct servicing, trust administration or surveillance operations or (iii) a day on which the Federal Reserve Bank
of New York or banking institutions or savings associations in New York, New York, Charlotte, North Carolina, Oakland, California,
Cleveland, Ohio, Kansas City, Missouri, Pittsburgh, Pennsylvania, Overland Park, Kansas, Missouri, Minneapolis, Minnesota, or Columbia,
Maryland, or the principal cities in which the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee or the Certificate Administrator conduct servicing, trust administration or surveillance operations are authorized
or obligated by law or executive order to be closed.


 


“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payment on the Mortgage Loan or Serviced Companion Loan or sale of a Defaulted Loan, the highest of (1) the rate determined by
the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Borrowers
on similar non-defaulted debt of the Borrowers as of such date of determination, (2) the applicable Mortgage Rate and (3) the yield
on 10-year U.S. treasuries as of such date of determination and (ii) for all other cash flows, including property cash flow, the
“discount rate” set forth in the most recent related Appraisal (or Updated Appraisal).


 


“Cash Collateral
Account”: With respect to any Mortgage Loan or Serviced Whole Loan that has a Lock-Box Account, any account or accounts
created pursuant to the


 



    -25-


     

    

 


related Mortgage, Loan Agreement, Cash Collateral Account Agreement or other Loan Document into which the
Lock-Box Account monies are swept on a regular basis for the benefit of the Trustee, on behalf of the Certificateholders, as successor
to the related Mortgage Loan Seller. Any Cash Collateral Account shall be beneficially owned for federal income tax purposes by
the Person who is entitled to receive all reinvestment income or gain thereon in accordance with the terms and provisions of the
related Loan Documents and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain
thereon in accordance with the terms of the related Mortgage Loan or Serviced Whole Loan. The Master Servicer shall be permitted
to make withdrawals therefrom for deposit into the Collection Account or the applicable Serviced Whole Loan Collection Account,
as applicable. To the extent not inconsistent with the terms of the related Loan Documents, each such Cash Collateral Account shall
be an Eligible Account.


 


“Cash Collateral
Account Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the cash collateral account agreement,
if any, between the related Originator and the related Borrower, pursuant to which the related Cash Collateral Account, if any,
may have been established.


 


“Certificate”:
Any Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class
A-M, Class B, Class C, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2,
Class S or Class R Certificate issued, authenticated and delivered hereunder.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, a national banking association, in its capacity as Certificate
Administrator, or its successor in interest, or any successor Certificate Administrator appointed as herein provided. Wells Fargo
Bank, National Association will perform its obligations as Certificate Administrator hereunder through its Corporate Trust Services
division.


 


“Certificate
Administrator Personnel”: The divisions and individuals of the Certificate Administrator who are involved in the performance
of the duties of the Certificate Administrator under this Agreement.


 


“Certificate
Administrator/Trustee Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount per Interest
Accrual Period equal to the product of (i) the Certificate Administrator/Trustee Fee Rate (adjusted to a monthly rate) multiplied
by (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period (without
giving effect to payments of principal on such Mortgage Loan on such Due Date). The Certificate Administrator/Trustee Fee shall
be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Certificate
Administrator/Trustee Fee with respect to each Mortgage Loan shall be payable from the Lower-Tier REMIC.


 


“Certificate
Administrator/Trustee Fee Rate”: A rate equal to 0.0067% per annum.


 



    -26-


     

    

 


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at www.ctslink.com.


 


“Certificate
Balance”: With respect to any Class of Certificates (other than any Class of Class X Certificates, the Class R Certificates
and the Class S Certificates) or any Regular Interest (other than the Class X Regular Interests), subject to the next sentence,
(a) on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class, as
specified in the Preliminary Statement to this Agreement and (b) as of any date of determination after the first Distribution Date,
the Certificate Balance of such Class on the Distribution Date immediately prior to such date of determination less any distributions
allocable to principal and any allocations of Realized Losses made thereon on such prior Distribution Date. The initial and then
current Certificate Balance or Notional Amount, as applicable, of each Class of Certificates subject to exchange in accordance
with Section 5.09 will be subject to re-designation as between the applicable Classes pursuant to Section 5.09.


 


“Certificate
Custodian”: Initially, the Certificate Administrator; thereafter, any other Certificate Custodian acceptable to the Depository
and selected by the Certificate Administrator.


 


“Certificate
Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository) with respect to such
Classes. Each of the Trustee, the Certificate Administrator and the Master Servicer shall have the right to require, as a condition
to acknowledging the status of any Person as a Certificate Owner under this Agreement, that such Person execute an Investor Certification.


 


“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.02 of this Agreement.


 


“Certificateholder”:
The Person in whose name a Certificate is registered in the Certificate Register; provided, however, that solely
for the purposes of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate registered
in the name of or beneficially owned by (i) the Master Servicer, the Special Servicer, any Excluded Special Servicer, the Trustee,
the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons or (ii) any Borrower
Party, in each case shall be deemed not to be outstanding (provided that notwithstanding the foregoing, any Controlling
Class Certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling
Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided, further, that any
Controlling Class Certificates owned by the Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to
the Special Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Mortgage Loan), and the Voting
Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent, approval, waiver or take any such action has been obtained; provided, however,
that the foregoing restrictions shall not apply in the case of the Master Servicer, the Special Servicer, any Excluded Special
Servicer, the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons
unless such


 



    -27-


     

    

 


consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations
in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review with respect to such Mortgage
Loan; provided, further that so long as there is no Servicer Termination Event with respect to the Master Servicer
or the Special Servicer, the Master Servicer and the Special Servicer or such Affiliate of either shall be entitled to exercise
such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation
or increase its obligations or liabilities hereunder; and provided, further that such restrictions shall not apply
to (i) the exercise of the Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if
any, or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator that has provided an Investor Certification in which it has
certified as to the existence of certain policies and procedures restricting the flow of information between it and the Depositor,
the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, and any Certificates beneficially
owned by such Affiliate shall be deemed to be outstanding. The Trustee and the Certificate Administrator shall each be entitled
to request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate
is registered in the name of an Affiliate of such Person. All references herein to “Holders” or “Certificateholders”
shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository
Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required
to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered
in the Certificate Register.


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant
to Section 3.22(d) of this Agreement or the Asset Representations Reviewer pursuant to Section 11.05(b) of this Agreement,
the holders of Certificates (other than the Class X, Class S and Class R Certificates) evidencing at least 50% of the aggregate
Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances
of the Certificates pursuant to Section 4.08 of this Agreement, except in the case of the termination of the Asset Representations
Reviewer pursuant to Section 11.05(b) of this Agreement) of all Certificates (other than the Class X, Class S and Class
R Certificates) on an aggregate basis.


 


“Certificateholder
Repurchase Request”: As defined in Section 2.03(k)(i) of this Agreement.


 


“Certification
Parties”: As defined in Section 10.08 of this Agreement.


 


“Certifying
Certificateholder”: A Certificateholder or Certificate Owner of a Certificate that has provided the Certificate Administrator
with an executed Investor Certification.


 


“Certifying
Person”: As defined in Section 10.08 of this Agreement.


 


“Certifying
Servicer”: As defined in Section 10.11 of this Agreement.


 



    -28-


     

    

 


“CGMRC”:
Citigroup Global Markets Realty Corp., in its capacity as a Mortgage Loan Seller and the holder of the RRI-B Interest, and its
successors in interest.


 


“CGMRC Indemnification
Agreement”: The agreement dated as of the Pricing Date, among CGMRC, the Depositor, the Underwriters and the Initial
Purchasers.


 


“CGMRC Mortgage
Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the CGMRC Purchase Agreement.


 


“CGMRC Purchase
Agreement”: The Mortgage Loan Purchase Agreement dated and effective the Pricing Date, between CGMRC and the Depositor.


 


“Class”:
All of the Certificates that collectively bear the same alphabetic or alphanumeric Class designation, each Lower-Tier Regular Interest
and each Regular Interest.


 


“Class A-1 Certificate”:
Any one of the Certificates with a “Class A-1” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class A-1 Certificates represent undivided beneficial
interests in the Class A-1 Specific Grantor Trust Assets.


 


“Class A-1 Pass-Through
Rate”: A per annum rate equal to 1.848%.


 


“Class A-1 Percentage
Interest”: As of any date of determination, with respect to the Class A-1 Regular Interest and the Class A-1 Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-1 Certificates, and
the denominator of which is the Certificate Balance of the Class A-1 Regular Interest.


 


“Class A-1 Regular
Interest”: The uncertificated interest corresponding to the Class A-1 Certificates, the Class V1-A Certificates (to the
extent of the Class V1-A Percentage Interest of the Class A-1 Regular Interest) and the Class V2 Certificates (to the extent of
the Class V2 Percentage Interest of the Class A-1 Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class A-1 Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class A-1 Pass-Through Rate.


 


“Class A-1 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-1 Percentage Interest of the Class
A-1 Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class A-1 Percentage Interest of the Class A-1 Regular Interest.


 


“Class A-2 Certificate”:
Any one of the Certificates with a “Class A-2” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class A-2 Certificates represent undivided beneficial
interests in the Class A-2 Specific Grantor Trust Assets.


 



    -29-


     

    

 


“Class A-2 Pass-Through
Rate”: A per annum rate equal to 3.037%.


 


“Class A-2 Percentage
Interest”: As of any date of determination, with respect to the Class A-2 Regular Interest and the Class A-2 Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-2 Certificates, and
the denominator of which is the Certificate Balance of the Class A-2 Regular Interest.


 


“Class A-2 Regular
Interest”: The uncertificated interest corresponding to the Class A-2 Certificates, the Class V1-A Certificates (to the
extent of the Class V1-A Percentage Interest of the Class A-2 Regular Interest) and the Class V2 Certificates (to the extent of
the Class V2 Percentage Interest of the Class A-2 Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class A-2 Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class A-2 Pass-Through Rate.


 


“Class A-2 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-2 Percentage Interest of the Class
A-2 Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class A-2 Percentage Interest of the Class A-2 Regular Interest.


 


“Class A-3 Certificate”:
Any one of the Certificates with a “Class A-3” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class A-3 Certificates represent undivided beneficial
interests in the Class A-3 Specific Grantor Trust Assets.


 


“Class A-3 Pass-Through
Rate”: A per annum rate equal to 3.248%.


 


“Class A-3 Percentage
Interest”: As of any date of determination, with respect to the Class A-3 Regular Interest and the Class A-3 Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-3 Certificates, and
the denominator of which is the Certificate Balance of the Class A-3 Regular Interest.


 


“Class A-3 Regular
Interest”: The uncertificated interest corresponding to the Class A-3 Certificates, the Class V1-A Certificates (to the
extent of the Class V1-A Percentage Interest of the Class A-3 Regular Interest) and the Class V2 Certificates (to the extent of
the Class V2 Percentage Interest of the Class A-3 Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class A-3 Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class A-3 Pass-Through Rate.


 


“Class A-3 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-3 Percentage Interest of the Class
A-3 Regular Interest and


 



    -30-


     

    

 


(ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class A-3 Percentage Interest of the Class A-3 Regular Interest.


 


“Class A-4 Certificate”:
Any one of the Certificates with a “Class A-4” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class A-4 Certificates represent undivided beneficial
interests in the Class A-4 Specific Grantor Trust Assets.


 


“Class A-4 Pass-Through
Rate”: A per annum rate equal to the lesser of (i) the WAC Rate and (ii) 3.526%.


 


“Class A-4 Percentage
Interest”: As of any date of determination, with respect to the Class A-4 Regular Interest and the Class A-4 Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-4 Certificates, and
the denominator of which is the Certificate Balance of the Class A-4 Regular Interest.


 


“Class A-4 Regular
Interest”: The uncertificated interest corresponding to the Class A-4 Certificates, the Class V1-A Certificates (to the
extent of the Class V1-A Percentage Interest of the Class A-4 Regular Interest) and the Class V2 Certificates (to the extent of
the Class V2 Percentage Interest of the Class A-4 Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class A-4 Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class A-4 Pass-Through Rate.


 


“Class A-4 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-4 Percentage Interest of the Class
A-4 Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class A-4 Percentage Interest of the Class A-4 Regular Interest.


 


“Class A-M Certificate”:
Any one of the Certificates with a “Class A-M” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class A-M Certificates represent undivided beneficial
interests in the Class A-M Specific Grantor Trust Assets.


 


“Class A-M Pass-Through
Rate”: A per annum rate equal to the lesser of (i) the WAC Rate and (ii) 3.668%.


 


“Class A-M Percentage
Interest”: As of any date of determination, with respect to the Class A-M Regular Interest and the Class A-M Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-M Certificates, and
the denominator of which is the Certificate Balance of the Class A-M Regular Interest.


 


“Class A-M Regular
Interest”: The uncertificated interest corresponding to the Class A-M Certificates, the Class V1-A Certificates (to the
extent of the Class V1-A Percentage


 



    -31-


     

    

 


Interest of the Class A-M Regular Interest) and the Class V2 Certificates (to the extent of
the Class V2 Percentage Interest of the Class A-M Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class A-M Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class A-M Pass-Through Rate.


 


“Class A-M Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-M Percentage Interest of the Class
A-M Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class A-M Percentage Interest of the Class A-M Regular Interest.


 


“Class A-SB
Certificate”: Any one of the Certificates with a “Class A-SB” designation on the face thereof, executed and
authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form
of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class A-SB Certificates
represent undivided beneficial interests in the Class A-SB Specific Grantor Trust Assets.


 


“Class A-SB
Pass-Through Rate”: A per annum rate equal to 3.348%.


 


“Class A-SB
Percentage Interest”: As of any date of determination, with respect to the Class A-SB Regular Interest and the Class
A-SB Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-SB
Certificates, and the denominator of which is the Certificate Balance of the Class A-SB Regular Interest.


 


“Class A-SB
Planned Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution
Date specified in Schedule III hereto relating to the Class A-SB Regular Interests.


 


“Class A-SB
Regular Interest”: The uncertificated interest corresponding to the Class A-SB Certificates, the Class V1-A Certificates
(to the extent of the Class V1-A Percentage Interest of the Class A-SB Regular Interest) and the Class V2 Certificates (to the
extent of the Class V2 Percentage Interest of the Class A-SB Regular Interest), constituting a “regular interest” in
the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class A-SB
Regular Interest Pass-Through Rate”: A per annum rate equal to the Class A-SB Pass-Through Rate.


 


“Class A-SB
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-SB Percentage Interest of
the Class A-SB Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent
distributions of the Class A-SB Percentage Interest of the Class A-SB Regular Interest.


 


“Class B Certificate”:
Any one of the Certificates with a “Class B” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth


 



    -32-


     

    

 


next to such Class in the Table of Exhibits of this Agreement. The Class B Certificates represent undivided beneficial interests
in the Class B Specific Grantor Trust Assets.


 


“Class B Pass-Through
Rate”: A per annum rate equal to the lesser of (i) the WAC Rate and (ii) 3.879%.


 


“Class B Percentage
Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class B Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class B Certificates, and the
denominator of which is the Certificate Balance of the Class B Regular Interest.


 


“Class B Regular
Interest”: The uncertificated interest corresponding to the Class B Certificates, the Class V1-B Certificates (to the
extent of the Class V1-B Percentage Interest of the Class B Regular Interest) and the Class V2 Certificates (to the extent of the
Class V2 Percentage Interest of the Class B Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class B Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class B Pass-Through Rate.


 


“Class B Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class B Percentage Interest of the Class B
Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class B Percentage Interest of the Class B Regular Interest.


 


“Class C Certificate”:
Any one of the Certificates with a “Class C” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class C Certificates represent undivided beneficial interests
in the Class C Specific Grantor Trust Assets.


 


“Class C Pass-Through
Rate”: A per annum rate equal to the WAC Rate.


 


“Class C Percentage
Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class C Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class C Certificates, and the
denominator of which is the Certificate Balance of the Class C Regular Interest.


 


“Class C Regular
Interest”: The uncertificated interest corresponding to the Class C Certificates, the Class V1-C Certificates (to the
extent of the Class V1-C Percentage Interest of the Class C Regular Interest) and the Class V2 Certificates (to the extent of the
Class V2 Percentage Interest of the Class C Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class C Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class C Pass-Through Rate.


 



    -33-


     

    

 


“Class C Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class C Percentage Interest of the Class C
Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class C Percentage Interest of the Class C Regular Interest.


 


“Class D Certificate”:
Any one of the Certificates with a “Class D” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class D Certificates represent undivided beneficial interests
in the Class D Specific Grantor Trust Assets.


 


“Class D Pass-Through
Rate”: A per annum rate equal to the WAC Rate minus 1.250%.


 


“Class D Percentage
Interest”: As of any date of determination, with respect to the Class D Regular Interest and the Class D Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class D Certificates, and the
denominator of which is the Certificate Balance of the Class D Regular Interest.


 


“Class D Regular
Interest”: The uncertificated interest corresponding to the Class D Certificates, the Class V1-D Certificates (to the
extent of the Class V1-D Percentage Interest of the Class D Regular Interest) and the Class V2 Certificates (to the extent of the
Class V2 Percentage Interest of the Class D Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class D Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class D Pass-Through Rate.


 


“Class D Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class D Percentage Interest of the Class D
Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class D Percentage Interest of the Class D Regular Interest.


 


“Class E Certificate”:
Any one of the Certificates with a “Class E” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class E Certificates represent undivided beneficial interests
in the Class E Specific Grantor Trust Assets.


 


“Class E Corresponding
Certificates”: With respect to the Class E Regular Interest, the Corresponding Certificates.


 


“Class E Pass-Through
Rate”: A per annum rate equal to 2.750%.


 


“Class E Percentage
Interest”: As of any date of determination, with respect to the Class E Regular Interest and the Class E Certificates,
a percentage interest equal to a fraction,


 



    -34-


     

    

 


the numerator of which is the Certificate Balance of the Class E Certificates, and the
denominator of which is the Certificate Balance of the Class E Regular Interest.


 


“Class E Regular
Interest”: The uncertificated interest corresponding to the Class E Certificates, the Class V1-E Certificates (to the
extent of the Class V1-E Percentage Interest of the Class E Regular Interest) and the Class V2 Certificates (to the extent of the
Class V2 Percentage Interest of the Class E Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class E Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class E Pass-Through Rate.


 


“Class E Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class E Percentage Interest of the Class E
Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class E Percentage Interest of the Class E Regular Interest.


 


“Class F Certificate”:
Any one of the Certificates with a “Class F” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class F Certificates represent undivided beneficial interests
in the Class F Specific Grantor Trust Assets.


 


“Class F Pass-Through
Rate”: A per annum rate equal to 2.750%.


 


“Class F Percentage
Interest”: As of any date of determination, with respect to the Class F Regular Interest and the Class F Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class F Certificates, and the
denominator of which is the Certificate Balance of the Class F Regular Interest.


 


“Class F Regular
Interest”: The uncertificated interest corresponding to the Class F Certificates, the Class V1-E Certificates (to the
extent of the Class V1-E Percentage Interest of the Class F Regular Interest) and the Class V2 Certificates (to the extent of the
Class V2 Percentage Interest of the Class F Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class F Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class F Pass-Through Rate.


 


“Class F Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class F Percentage Interest of the Class F
Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class F Percentage Interest of the Class F Regular Interest.


 


“Class G Certificate”:
Any one of the Certificates with a “Class G” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the


 



    -35-


     

    

 


Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class G Certificates represent undivided beneficial interests
in the Class G Specific Grantor Trust Assets.


 


“Class G Pass-Through
Rate”: A per annum rate equal to 2.750%.


 


“Class G Percentage
Interest”: As of any date of determination, with respect to the Class G Regular Interest and the Class G Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class G Certificates, and the
denominator of which is the Certificate Balance of the Class G Regular Interest.


 


“Class G Regular
Interest”: The uncertificated interest corresponding to the Class G Certificates, the Class V1-E Certificates (to the
extent of the Class V1-E Percentage Interest of the Class G Regular Interest) and the Class V2 Certificates (to the extent of the
Class V2 Percentage Interest of the Class G Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class G Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class G Pass-Through Rate.


 


“Class G Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class G Percentage Interest of the Class G
Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class G Percentage Interest of the Class G Regular Interest.


 


“Class LA-1
Interest,” “Class LA-2 Interest,” “Class LA-3 Interest,” “Class LA-SB
Interest,” “Class LA-4 Interest,” “Class LA-M Interest,” “Class LB Interest,”
“Class LC Interest,” “Class LD Interest,” “Class LE Interest,” “Class
LF Interest,” and “Class LG Interest”: Each, a regular interest in the Lower-Tier REMIC entitled to
monthly distributions payable thereto pursuant to Section 4.01 of this Agreement.


 


“Class LTR Interest”:
The sole class of “residual interest” in the Lower-Tier REMIC, which will be represented by the Class R Certificates.


 


“Class Percentage
Interest”: The Class A-1 Percentage Interest, the Class A-2 Percentage Interest, the Class A-SB Percentage Interest,
the Class A-3 Percentage Interest, the Class A-4 Percentage Interest, the Class X-A Percentage Interest, the Class X-B Percentage
Interest, the Class X-D Percentage Interest, the Class X-E Percentage Interest, the Class X-F Percentage Interest, the Class X-G
Percentage Interest, the Class A-M Percentage Interest, the Class B Percentage Interest, the Class C Percentage Interest, the Class
D Percentage Interest, the Class E Percentage Interest, the Class F Percentage Interest, the Class G Percentage Interest, the Class
V1-A Percentage Interest, the Class V1-B Percentage Interest, the Class V1-C Percentage Interest, the Class V1-D Percentage Interest,
the Class V1-E Percentage Interest and the Class V2 Percentage Interest.


 


“Class R Certificate”:
Any one of the Certificates with a “Class R” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the


 



    -36-


     

    

 


Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class R Certificates have no Pass-Through Rate, Certificate
Balance or Notional Amount. The Class R Certificates represent the Class LTR Interest and the Class UTR Interest.


 


“Class S Certificate”:
Any one of the Certificates with a “Class S” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class S Certificates represent undivided beneficial interests
in the Class S Specific Grantor Trust Assets.


 


“Class S Investment
Representation Letter”: As defined in Section 5.02(i) of this Agreement.


 


“Class S Percentage
Interest”: As of any date of determination, with respect to the ARD Grantor Trust Assets and the Class S Certificates,
a percentage interest equal to 100% minus (i) the Class V1-E Percentage Interest and (ii) the Class V2 Percentage Interest.


 


“Class S Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class S Percentage Interest of the ARD Grantor
Trust Assets.


 


“Class UTR Interest”:
The sole class of “residual interest” in the Upper-Tier REMIC, which will be represented by the Class R Certificate.


 


“Class V Certificates”:
The Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E and Class V2 Certificates, collectively.


 


“Class V1 Certificates”:
The Class V1-A, Class V1-B, Class V1-C, Class V1-D and Class V1-E Certificates, collectively.


 


“Class V1-A
Certificate”: Any one of the Certificates with a “Class V1-A” designation on the face thereof, executed and
authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form
of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class V1-A Certificates
represent undivided beneficial interests in the Class V1-A Specific Grantor Trust Assets.


 


“Class V1-A
Percentage Interest”: As of any date of determination, with respect to the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class X-A and Class A-M Regular Interests and the Class V1-A Certificates, a percentage interest equal to a fraction,
the numerator of which is the Certificate Balance of the Class V1-A Certificates, and the denominator of which is the aggregate
Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-M Regular Interests.


 


“Class V1-A
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-A Percentage Interest of
each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A and Class A-M Regular Interests and (ii) amounts
held from time to time in the Regular Interest Distribution Account that represent distributions of the


 



    -37-


     

    

 


Class V1-A Percentage Interest
of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A and Class A-M Regular Interests.


 


“Class V1-B
Percentage Interest”: As of any date of determination, with respect to the Class X-B and Class B Regular Interests and
the Class V1-B Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the
Class V1-B Certificates, and the denominator of which is the Certificate Balance of the Class B Regular Interest.


 


“Class V1-B
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-B Percentage Interest of
each of the Class X-B and Class B Regular Interests and (ii) amounts held from time to time in the Regular Interest Distribution
Account that represent distributions of the Class V1-B Percentage Interest of the Class X-B and Class B Regular Interests.


 


“Class V1-C
Percentage Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class V1-C
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class V1-C Certificates,
and the denominator of which is the Certificate Balance of the Class C Regular Interest.


 


“Class V1-C
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-C Percentage Interest of
the Class C Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent
distributions of the Class V1-C Percentage Interest of the Class C Regular Interest.


 


“Class V1-D
Percentage Interest”: As of any date of determination, with respect to the Class X-D and Class D Regular Interests and
the Class V1-D Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the
Class V1-D Certificates, and the denominator of which is the Certificate Balance of the Class D Regular Interest.


 


“Class V1-D
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-D Percentage Interest of
each of the Class X-D and Class D Regular Interests and (ii) amounts held from time to time in the Regular Interest Distribution
Account that represent distributions of the Class V1-D Percentage Interest of the Class X-D and Class D Regular Interests.


 


“Class V1-E
Percentage Interest”: As of any date of determination, with respect to the Class X-E, Class X-F, Class X-G, Class E,
Class F and Class G Regular Interests, the ARD Grantor Trust Assets and the Class V1-E Certificates, a percentage interest equal
to a fraction, the numerator of which is the Certificate Balance of the Class V1-E Certificates, and the denominator of which is
the aggregate Certificate Balance of the Class E, Class F and Class G Regular Interests.


 


“Class V1-E
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V1-E Percentage Interest of
each of the Class X-E, Class X-F, Class X-G, Class E, Class F and Class G Regular Interests and the ARD Grantor Trust Assets, (ii)
amounts held from time to time in the Regular Interest Distribution Account that represent


 



    -38-


     

    

 


distributions of the Class V1-E Percentage
Interest of the Class X-E, Class X-F, Class X-G, Class E, Class F and Class G Regular Interests and (iii) amounts held from time
to time in the Excess Interest Distribution Account that represent distributions of the Class V1-E Percentage Interest of the ARD
Grantor Trust Assets.


 


“Class V2 Percentage
Interest”: As of any date of determination, with respect to any Regular Interest, the ARD Grantor Trust Assets and the
Class V2 Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class
V2 Certificates, and the denominator of which is the aggregate Certificate Balance of the Regular Interests.


 


“Class V2 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V2 Percentage Interest of the Regular
Interests and the ARD Grantor Trust Assets, (ii) amounts held from time to time in the Regular Interest Distribution Account that
represent distributions of the Class V2 Percentage Interest of the Regular Interests and (iii) amounts held from time to time in
the Excess Interest Distribution Account that represent distributions of the Class V2 Percentage Interest of the ARD Grantor Trust
Assets.


 


“Class X Certificates”:
The Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G Certificates, collectively.


 


“Class X Component”:
Each of the Class X-A Components, Class X-B Component, Class X-D Component, Class X-E Component, Class X-F Component and Class
X-G Component.


 


“Class X Component
Notional Amount”: With respect to each Class X Component and any date of determination, an amount equal to the then Lower-Tier
Principal Balance of its Corresponding Lower-Tier Regular Interest.


 


“Class X Notional
Amount”: The Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount, the Class X-E Notional
Amount, the Class X-F Notional Amount or the Class X-G Notional Amount, as applicable and as the context may require.


 


“Class X Regular
Interests”: The Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G Regular Interests, collectively.


 


“Class X-A Certificate”:
Any one of the Certificates with a “Class X-A” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class X-A Certificates represent undivided beneficial
interests in the Class X-A Specific Grantor Trust Assets.


 


“Class X-A Components”:
Each of Component XA-1, Component XA-2, Component XA-SB, Component XA-3, Component XA-4 and Component XA-M.


 


“Class X-A Notional
Amount”: As of any date of determination, the sum of the then Class X Component Notional Amounts of all of the Class
X-A Components.


 



    -39-


     

    

 


“Class X-A Pass-Through
Rate”: With respect to any Distribution Date, the weighted average of the Class X-A Strip Rates for the respective Class
X-A Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional Amounts of such Components
outstanding immediately prior to such Distribution Date. The Class X-A Pass-Through Rate for the initial Distribution Date is 0.691%
per annum.


 


“Class X-A Percentage
Interest”: As of any date of determination, with respect to the Class X-A Regular Interest and the Class X-A Certificates,
a percentage interest equal to a fraction, the numerator of which is the Notional Amount of the Class X-A Certificates, and the
denominator of which is the Notional Amount of the Class X-A Regular Interest.


 


“Class X-A Regular
Interest”: The uncertificated interest corresponding to the Class X-A Certificates, the Class V1-A Certificates (to the
extent of the Class V1-A Percentage Interest of the Class X-A Regular Interest) and the Class V2 Certificates (to the extent of
the Class V2 Percentage Interest of the Class X-A Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class X-A Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class X-A Pass-Through Rate.


 


“Class X-A Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class X-A Percentage Interest of the Class
X-A Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class X-A Percentage Interest of the Class X-A Regular Interest.


 


“Class X-A Strip
Rate”: With respect to any Class of Class X-A Components for any Distribution Date, the (i) the WAC Rate for such Distribution
Date over (ii) the Pass-Through Rate for the Corresponding Regular Interests.


 


“Class X-B Certificate”:
Any one of the Certificates with a “Class X-B” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class X-B Certificates represent undivided beneficial
interests in the Class X-B Specific Grantor Trust Assets.


 


“Class X-B Component”:
The Component XB.


 


“Class X-B Notional
Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-B Component.


 


“Class X-B Pass-Through
Rate”: With respect to any Distribution Date, the Class X-B Strip Rate for the Class X-B Component for such Distribution
Date. The Class X-B Pass-Through Rate for the initial Distribution Date is 0.152% per annum.


 


“Class X-B Percentage
Interest”: As of any date of determination, with respect to the Class X-B Regular Interest and the Class X-B Certificates,
a percentage interest equal to a


 



    -40-


     

    

 


 fraction, the numerator of which is the Notional Amount of the Class X-B Certificates, and the
denominator of which is the Notional Amount of the Class X-B Regular Interest.


 


“Class X-B Regular
Interest”: The uncertificated interest corresponding to the Class X-B Certificates, the Class V1-B Certificates (to the
extent of the Class V1-B Percentage Interest of the Class X-B Regular Interest) and the Class V2 Certificates (to the extent of
the Class V2 Percentage Interest of the Class X-B Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class X-B Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class X-B Pass-Through Rate.


 


“Class X-B Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class X-B Percentage Interest of the Class
X-B Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class X-B Percentage Interest of the Class X-B Regular Interest.


 


“Class X-B Strip
Rate”: With respect to the Class X-B Component for any Distribution Date, the (i) the WAC Rate for such Distribution
Date over (ii) the Pass-Through Rate for the Corresponding Regular Interests.


 


“Class X-D Certificate”:
Any one of the Certificates with a “Class X-D” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class X-D Certificates represent undivided beneficial
interests in the Class X-D Specific Grantor Trust Assets.


 


“Class X-D Component”:
The Component XD.


 


“Class X-D Notional
Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-D Component.


 


“Class X-D Pass-Through
Rate”: With respect to any Distribution Date, the Class X-D Strip Rate for the Class X-D Component for such Distribution
Date. The Class X-D Pass-Through Rate for the initial Distribution Date is 1.250% per annum.


 


“Class X-D Percentage
Interest”: As of any date of determination, with respect to the Class X-D Regular Interest and the Class X-D Certificates,
a percentage interest equal to a fraction, the numerator of which is the Notional Amount of the Class X-D Certificates, and the
denominator of which is the Notional Amount of the Class X-D Regular Interest.


 


“Class X-D Regular
Interest”: The uncertificated interest corresponding to the Class X-D Certificates, the Class V1-D Certificates (to the
extent of the Class V1-D Percentage Interest of the Class X-D Regular Interest) and the Class V2 Certificates (to the extent of
the Class V2 Percentage Interest of the Class X-D Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 



    -41-


     

    

 


“Class X-D Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class X-D Pass-Through Rate.


 


“Class X-D Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class X-D Percentage Interest of the Class
X-D Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class X-D Percentage Interest of the Class X-D Regular Interest.


 


“Class X-D Strip
Rate”: With respect to the Class X-D Component for any Distribution Date, the (i) the WAC Rate for such Distribution
Date over (ii) the Pass-Through Rate for the Corresponding Regular Interests.


 


“Class X-E Certificate”:
Any one of the Certificates with a “Class X-E” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class X-B Certificates represent undivided beneficial
interests in the Class X-B Specific Grantor Trust Assets.


 


“Class X-E Component”:
The Component XE.


 


“Class X-E Notional
Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-E Component.


 


“Class X-E Pass-Through
Rate”: With respect to any Distribution Date, the Class X-E Strip Rate for the Class X-E Component for such Distribution
Date. The Class X-E Pass-Through Rate for the initial Distribution Date is 1.281% per annum.


 


“Class X-E Percentage
Interest”: As of any date of determination, with respect to the Class X-E Regular Interest and the Class X-E Certificates,
a percentage interest equal to a fraction, the numerator of which is the Notional Amount of the Class X-E Certificates, and the
denominator of which is the Notional Amount of the Class X-E Regular Interest.


 


“Class X-E Regular
Interest”: The uncertificated interest corresponding to the Class X-E Certificates, the Class V1-E Certificates (to the
extent of the Class V1-E Percentage Interest of the Class X-E Regular Interest) and the Class V2 Certificates (to the extent of
the Class V2 Percentage Interest of the Class X-E Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class X-E Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class X-E Pass-Through Rate.


 


“Class X-E Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class X-E Percentage Interest of the Class
X-E Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class X-E Percentage Interest of the Class X-E Regular Interest.


 



    -42-


     

    

 


“Class X-E Strip
Rate”: With respect to the Class X-E Component for any Distribution Date, the (i) the WAC Rate for such Distribution
Date over (ii) the Pass-Through Rate for the Corresponding Regular Interests.


 


“Class X-F Certificate”:
Any one of the Certificates with a “Class X-F” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class X-F Certificates represent undivided beneficial
interests in the Class X-F Specific Grantor Trust Assets.


 


“Class X-F Component”:
The Component XF.


 


“Class X-F Notional
Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-F Component.


 


“Class X-F Pass-Through
Rate”: With respect to any Distribution Date, the Class X-F Strip Rate for the Class X-F Component for such Distribution
Date. The Class X-F Pass-Through Rate for the initial Distribution Date is 1.281% per annum.


 


“Class X-F Percentage
Interest”: As of any date of determination, with respect to the Class X-F Regular Interest and the Class X-F Certificates,
a percentage interest equal to a fraction, the numerator of which is the Notional Amount of the Class X-F Certificates, and the
denominator of which is the Notional Amount of the Class X-F Regular Interest.


 


“Class X-F Regular
Interest”: The uncertificated interest corresponding to the Class X-F Certificates, the Class V1-E Certificates (to the
extent of the Class V1-E Percentage Interest of the Class X-F Regular Interest) and the Class V2 Certificates (to the extent of
the Class V2 Percentage Interest of the Class X-F Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class X-F Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class X-F Pass-Through Rate.


 


“Class X-F Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class X-F Percentage Interest of the Class
X-F Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class X-F Percentage Interest of the Class X-F Regular Interest.


 


“Class X-F Strip
Rate”: With respect to the Class X-F Component for any Distribution Date, the (i) the WAC Rate for such Distribution
Date over (ii) the Pass-Through Rate for the Corresponding Regular Interests.


 


“Class X-G Certificate”:
Any one of the Certificates with a “Class X-G” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth
next to such Class in the Table of Exhibits of this Agreement. The Class X-G Certificates represent undivided beneficial
interests in the Class X-G Specific Grantor Trust Assets.


 



    -43-


     

    

 


“Class X-G Component”:
The Component XG.


 


“Class X-G Notional
Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-G Component.


 


“Class X-G Pass-Through
Rate”: With respect to any Distribution Date, the Class X-G Strip Rate for the Class X-G Component for such Distribution
Date. The Class X-G Pass-Through Rate for the initial Distribution Date is 1.281% per annum.


 


“Class X-G Percentage
Interest”: As of any date of determination, with respect to the Class X-G Regular Interest and the Class X-G Certificates,
a percentage interest equal to a fraction, the numerator of which is the Notional Amount of the Class X-G Certificates, and the
denominator of which is the Notional Amount of the Class X-G Regular Interest.


 


“Class X-G Regular
Interest”: The uncertificated interest corresponding to the Class X-G Certificates, the Class V1-E Certificates (to the
extent of the Class V1-E Percentage Interest of the Class X-G Regular Interest) and the Class V2 Certificates (to the extent of
the Class V2 Percentage Interest of the Class X-G Regular Interest), constituting a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class X-G Regular
Interest Pass-Through Rate”: A per annum rate equal to the Class X-G Pass-Through Rate.


 


“Class X-G Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class X-G Percentage Interest of the Class
X-G Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions
of the Class X-G Percentage Interest of the Class X-G Regular Interest.


 


“Class X-G Strip
Rate”: With respect to the Class X-G Component for any Distribution Date, the (i) the WAC Rate for such Distribution
Date over (ii) the Pass-Through Rate for the Corresponding Regular Interests.


 


“Clearstream”:
Clearstream Banking Luxembourg, a division of Clearstream International, société anonyme.


 


“Closing Date”:
December 8, 2016.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations
of the United States Department of the Treasury promulgated pursuant thereto.


 


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum
of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent appraised value
for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in
such appraised value and to the extent


 



    -44-


     

    

 


on deposit with, or otherwise under the control of, the lender as of the date of such determination,
any capital or additional collateral contributed by the related Borrower at the time the Mortgage Loan became (and as part of the
modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided,
that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to
the extent relevant information is received by the Master Servicer), plus (z) any other escrows or reserves (in addition to any
amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date
of such determination. The Certificate Administrator shall be entitled to conclusively rely on the Master Servicer’s calculation
or determination of any Collateral Deficiency Amount.


 


“Collection
Account”: The trust account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the Holders of Deutsche Mortgage & Asset Receiving Corporation,
CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2 Collection Account” and which must
be an Eligible Account.


 


“Collection
Period”: With respect to any Distribution Date and each Mortgage Loan (including any Companion Loan), the period that
begins on the day immediately following the Due Date for such Mortgage Loan (including any Companion Loan) in the month preceding
the month in which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan (including
any Companion Loan) had a Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan (including
any related Companion Loan) occurring in the month in which that Distribution Date occurs. Notwithstanding the foregoing, in the
event that the last day of a Collection Period (or applicable grace period) is not a business day, any Periodic Payments received
with respect to Mortgage Loans (including any Companion Loan) relating to such Collection Period on the business day immediately
following such day shall be deemed to have been received during such Collection Period and not during any other Collection Period.


 


“Commission”:
The Securities and Exchange Commission.


 


“Communication
Request”: As defined in Section 5.05(a) of this Agreement.


 


“Companion Loan”:
A Serviced Companion Loan or Non-Serviced Companion Loan, as applicable and as the context may require.


 


“Companion Loan
Noteholder”: A holder of a Companion Loan.


 


“Compensating
Interest Payment”: An amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans or Serviced
Pari Passu Companion Loans (in each case, other than (a) a Non-Serviced Mortgage Loan, (b) a Specially Serviced Loan or (c) a Mortgage
Loan or Serviced Companion Loan with respect to which the Special Servicer has waived or amended the prepayment restrictions such
that the related Borrower is not required to prepay on a Due Date or pay interest that would have accrued on the amount prepaid
through and including the last day of the interest accrual period occurring


 



    -45-


     

    

 


following the date of such prepayment) for the related
Distribution Date, and (ii) the aggregate of (A) the portion of its Master Servicing Fee (calculated for this purpose at 0.0025%
(0.25 basis points) per annum (or 0.00125% (0.125 basis points) per annum in the case of the 60 Madison Avenue Mortgage
Loan and the 60 Madison Avenue Companion Loan) that is being paid in such Collection Period with respect to the Mortgage Loans
or Serviced Pari Passu Companion Loans serviced by it (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan), (B)
all Prepayment Interest Excess received by the Master Servicer during the related Collection Period on the Mortgage Loans or Serviced
Pari Passu Companion Loans (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) and (C) to the extent earned
on principal prepayments, net investment earnings payable to the Master Servicer for such Collection Period received by the Master
Servicer during such Collection Period with respect to the Mortgage Loan or any related Serviced Pari Passu Companion Loan, as
applicable, subject to such prepayment; provided that if any Prepayment Interest Shortfall occurs with respect to any Mortgage
Loan as a result of the Master Servicer’s failure to enforce the related Loan Documents (a “Prohibited Prepayment”)
regarding principal prepayments (other than in connection with (a) a Specially Serviced Loan, (b) a Non-Serviced Mortgage Loan,
(c) subsequent to a default under the related Loan Documents (provided that the Master Servicer reasonably believes that acceptance
of such prepayment is consistent with the Servicing Standard), (d) at the request of or with the consent of the Special Servicer
or, so long as a Control Termination Event has not occurred or is not continuing (other than with respect to the Mortgage Loans
other than an Excluded Mortgage Loan or a Servicing Shift Whole Loan), the Directing Holder, (e) pursuant to applicable law or
a court order, (f) in connection with the payment of Insurance and Condemnation Proceeds unless the Master Servicer did not apply
the proceeds thereof in accordance with the terms of the related Loan Documents and such failure caused the shortfall or (g) a
previously Specially Serviced Loan with respect to which the Special Servicer has waived or amended the prepayment restriction
such that the related Borrower is not required to prepay on a Due Date or pay interest that would have accrued on the amount prepaid
through and including the last day of the interest accrual period occurring following the date of such prepayment), then for purposes
of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard
to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan or Serviced Companion
Loan, otherwise described in clause (i) above in connection with such Prohibited Prepayments. The Master Servicer’s obligation
to pay the Compensating Interest Payment, and the rights of the Certificateholders to offset of the aggregate Prepayment Interest
Shortfalls against those amounts, shall not be cumulative.


 


“Component XA-1”:
One of the components of the Class X-A Regular Interest having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LA-1 Interest as of any date of determination.


 


“Component XA-2”:
One of the components of the Class X-A Regular Interest having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LA-2 Interest as of any date of determination.


 


“Component XA-3”:
One of the components of the Class X-A Regular Interest having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LA-3 Interest as of any date of determination.


 



    -46-


     

    

 


“Component XA-4”:
One of the components of the Class X-A Regular Interest having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LA-4 Interest as of any date of determination.


 


“Component XA-SB”:
One of the components of the Class X-A Regular Interest having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LA-SB Interest as of any date of determination.


 


“Component XA-M”:
One of the components of the Class X-A Regular Interest having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LA-M Interest as of any date of determination.


 


“Component XB”:
The component of the Class X-B Regular Interest having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LB Interest as of any date of determination.


 


“Component XD”:
The component of the Class X-D Regular Interest having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LD Interest as of any date of determination.


 


“Component XE”:
The component of the Class X-E Regular Interest having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LE Interest as of any date of determination.


 


“Component XF”:
The component of the Class X-F Regular Interest having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LF Interest as of any date of determination.


 


“Component XG”:
The component of the Class X-G Regular Interest having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LG Interest as of any date of determination.


 


“Condemnation
Proceeds”: Any awards resulting from the full or partial condemnation or any eminent domain proceeding or any conveyance
in lieu or in anticipation thereof with respect to a Mortgaged Property by or to any governmental, quasi-governmental authority
or private entity with condemnation powers (other than amounts to be applied to the restoration, preservation or repair of such
Mortgaged Property or released to the related Borrower in accordance with the terms of the REMIC Provisions and the applicable
Loan Documents for the related Mortgage Loan or Serviced Whole Loan) or, if applicable, with respect to the Mortgaged Property
securing a Serviced Whole Loan, any portion of such amounts payable to the holders of the applicable Mortgage Loan. With respect
to the Mortgaged Property securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts
payable to the holder of the related Non-Serviced Mortgage Loan shall be included in Condemnation Proceeds).


 


“Consultation
Termination Event”: At any date at which (i) no Class of Control Eligible Regular Interests exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the initial Certificate Balance of that Class, in each case, without
regard to the


 



    -47-


     

    

 


application of any Cumulative Appraisal Reduction Amounts or (ii) a Holder of a Class of Class E Corresponding Certificates
is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights
of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder
pursuant to Section 3.29(g); provided that prior to the Servicing Shift Securitization Date, except as provided in
the last sentence of this definition, no Consultation Termination Event may occur with respect to the Loan-Specific Directing Holder
related to the Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to
the Loan-Specific Directing Holder related to such Servicing Shift Whole Loan; provided, further, that no Consultation
Termination Event resulting solely from the operation of clause (ii) shall be deemed to have existed or be in continuance with
respect to a successor Holder of Class of Class E Corresponding Certificates that has not irrevocably waived its right to exercise
any of the rights of the Controlling Class Certificateholder; provided that a Consultation Termination Event shall not be
deemed to be continuing in the event the Certificate Balances of all Classes of Regular Interests (other than the Class X Regular
Interests and the Control Eligible Regular Interests) have been reduced to zero. With respect to Excluded Mortgage Loans with respect
to a Controlling Class Representative, a Consultation Termination Event shall be deemed to exist.


 


“Control Eligible
Corresponding Certificates”: With respect to any Class of Control Eligible Regular Interests, the Corresponding Certificates.


 


“Control Eligible
Regular Interests”: Any of the Class E, Class F and Class G Regular Interests.


 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class E Regular Interest (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.08(a) hereof) being reduced to less than 25% of the initial Certificate Balance of such Class or (ii) a Holder of a Class
of Class E Corresponding Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right,
in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to
a successor Controlling Class Certificateholder pursuant to Section 3.29(g); provided that prior to the Servicing
Shift Securitization Date, except as provided in the last sentence of this definition, no Control Termination Event may occur with
respect to the Loan-Specific Directing Holder related to the Servicing Shift Whole Loan and the term “Control Termination
Event” shall not be applicable to the Loan-Specific Directing Holder related to such Servicing Shift Whole Loan; provided,
further, that a Control Termination Event shall not be deemed to be continuing in the event the Certificate Balances of
all Classes of Regular Interests (other than the Class X Regular Interests and Control Eligible Regular Interests have been reduced
to zero. With respect to Excluded Mortgage Loans related to the Controlling Class Representative, a Control Termination Event shall
be deemed to exist.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Regular Interests then outstanding
that has a then aggregate Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.08(a) of this Agreement) at least equal to 25% of the initial Certificate Balance
of that Class or if no Class of Control Eligible Regular Interests meets


 



    -48-


     

    

 


the preceding requirement, the most senior Class of Control
Eligible Regular Interests. The Controlling Class as of the Closing Date will be the Class G Regular Interest; provided
that if, at any time, the Certificate Balances of all Control Eligible Regular Interests, as notionally reduced by any Cumulative
Appraisal Reduction Amounts allocable to such Classes, have been reduced to zero, the Controlling Class shall be the most subordinate
Class of Control Eligible Regular Interests that has a principal balance greater than zero; provided, further that
if at any time the Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class
C and Class D Regular Interests have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans,
then the “Controlling Class” shall be the most subordinate class of Control Eligible Regular Interests that has an
aggregate Certificate Balance greater than zero without regard to the application of Cumulative Appraisal Reduction Amounts to
notionally reduce the Certificate Balance of such Class.


 


“Controlling
Class Certificateholder”: Each Holder (or Certificate Owner, if applicable) of a Controlling Class Certificate as determined
by the Certificate Registrar to the Certificate Administrator from time to time.


 


“Controlling
Class Certificates”: With respect to the Controlling Class as of any date of determination, the Corresponding Certificates.


 


“Controlling
Class Representative”: The Controlling Class Certificateholder (or a representative thereof) selected by more than 50%
of the Controlling Class Certificateholders, by Certificate Balance, as determined by the Certificate Registrar from time to time;
provided, that (i) absent such selection, (ii) until a Controlling Class Representative is so selected, or (iii) upon receipt
of a written notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Controlling Class
Representative is no longer designated, then, in each case, the Controlling Class Certificateholder that represents that it owns
the largest aggregate Certificate Balance of the Controlling Class shall, subject to the terms of Section 3.29(b) of this
Agreement, be the Controlling Class Representative; provided, however, that, in the case of this clause (iii),
in the event that no one Certificateholder represents that it owns the largest aggregate Certificate Balance of the Controlling
Class, then there will be no Controlling Class Representative until appointed in accordance with the terms of this Agreement.


 


The initial Controlling
Class Representative on the Closing Date shall be Och-Ziff Capital Investments, L.L.C. The replacement of a Controlling Class Representative
shall be governed by the provisions of Section 3.29 of this Agreement. At any time that no Controlling Class Representative
has been identified to the Certificate Registrar and the other parties hereto, then there will be deemed to be no Controlling Class
Representative for purposes of this Agreement until such time as the Certificate Registrar and the other parties to this Agreement
receive notice of a successor Controlling Class Representative.


 


“Controlling
Companion Loan”: With respect to the Servicing Shift Whole Loan, the related Pari Passu Companion Loan which, upon the
securitization of such Pari Passu Companion Loan, servicing is expected to shift to the pooling and servicing agreement entered
into in connection with such securitization. As of the Closing Date, the FedEx Ground Portfolio Pari Passu Note A-1 will be a Controlling
Companion Loan related to the Trust.


 



    -49-


     

    

 


“Corporate Trust
Office”: The offices of the Trustee and Certificate Administrator are located, (i) with respect to the Trustee, at 1100
North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Services – CD 2016-CD2, (ii) with respect to
the Certificate Administrator, at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services –
CD 2016-CD2, and (iii) in the case of any surrender, transfer or exchange, at Wells Fargo Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479-0113, Attention: CD 2016-CD2, or the principal trust office of any successor certificate administrator
qualified and appointed pursuant to this Agreement.


 


“Corrected Mortgage
Loan”: As defined under the definition of Specially Serviced Loan.


 


“Corresponding
Certificates”: As defined in the Preliminary Statement with respect to any Corresponding Regular Interest.


 


“Corresponding
Class X Components”: As defined in the Preliminary Statement with respect to any Corresponding Regular Interests or any
Corresponding Lower-Tier Regular Interest.


 


“Corresponding
Lower-Tier Regular Interests”: As defined in the Preliminary Statement with respect to any Corresponding Regular Interests
or Corresponding Class X Component.


 


“Corresponding
Regular Interests”: As defined in the Preliminary Statement with respect to any Corresponding Lower-Tier Regular Interest,
Corresponding Class X Component or Corresponding Certificate.


 


“CREFC®”:
Commercial Real Estate Finance Council®, formerly known as Commercial Mortgage Securities Association, or any association
or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC®”
shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers,
trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and
whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to
commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed
properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one of the preceding sentences of this definition
does not exist, “CREFC®” shall be deemed to refer to such other association or organization as shall
be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Trustee, the Special Servicer
and, if no Control Termination Event has occurred and is continuing, the Directing Holder.


 


“CREFC®
Appraisal Reduction Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Appraisal Reduction Template” available and effective from time to time on the CREFC®
Website.


 



    -50-


     

    

 


“CREFC®
Advance Recovery Report”: A monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from
time to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Bond Level File”: The data file in the “CREFC® Bond Level File” format substantially
in the form of and containing the information called for therein, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format
substantially in the form of and containing the information called for therein, or such other form for the presentation of such
information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans or Serviced Whole
Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC®
for commercial mortgage securities transactions generally. In connection with preparing the CREFC® Comparative
Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements
for the fiscal quarter ending March 31, 2017, and (b) annual financial statements beginning with annual financial statements for
the 2017 fiscal year.


 


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or no later than 90 days after its adoption, such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities
transactions generally.


 


“CREFC®
Financial File”: The data file in the “CREFC® Financial File” format substantially
in the form of and containing the information called for therein for the Mortgage Loans or Serviced Whole Loans, or such other
form for the presentation of such information as may be approved from time to time by the CREFC® for commercial
mortgage securities transactions generally. The initial data for this report shall be provided by each Mortgage Loan Seller.


 


“CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and
containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation
Template” available and effective from time to time on the CREFC® Website.


 



    -51-


     

    

 


“CREFC®
Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time
on the CREFC® Website.


 


“CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report”: The monthly report in the “Historical
Loan Modification and Corrected Mortgage Loan Report” format substantially in the form of and containing the information
called for therein for the Mortgage Loans or Serviced Whole Loans, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan (other than the portion of an REO
loan related to any Serviced Companion Loan) and for any related Interest Accrual Period, the amount of interest accrued during
such Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the same principal
balance, in the same manner, and for the same number of days as any related interest payment with regards to the Mortgage Loan
during which such Interest Accrual Period is computed. Any payments of the CREFC® Intellectual Property Royalty
License Fee shall be made to “CRE Finance Council” and delivered by wire transfer pursuant to the following instructions
(or such other instructions as may hereafter be furnished by CREFC® to the Master Servicer in writing at least
two Business Days prior to the Master Servicer Remittance Date):


 


Account Name: Commercial
Real Estate Finance Council (CREFC®)


Bank Name: JPM Morgan
Chase Bank, National Association


Bank Address: 80 Broadway,
New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: A rate equal to 0.0005% per annum.


 


“CREFC®
Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from
time to time on the CREFC® Website.


 


“CREFC®
Investor Reporting Package (CREFC® IRP)”:


 


(a)          The
following seven electronic files: (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File,
(iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File,
(vi) CREFC® Collateral Summary File and (vii) CREFC® Special Servicer Loan File;


 


(b)          The
following eleven supplemental reports: (i) CREFC® Delinquent Loan Status Report, (ii) CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC®
Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC®
Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment


 



    -52-


     

    

 


Worksheet, (ix) CREFC®
Advance Recovery Report, (x) CREFC® Total Loan Report and (xi) CREFC® Reconciliation of Funds
Report;


 


(c)          the
following eight templates: (i) CREFC® Appraisal Reduction Template, (ii) CREFC® Servicer Realized
Loss Template, (iii) CREFC® Reconciliation of Funds Template, (iv) CREFC® Historical Bond/Collateral
Realized Loss Reconciliation Template, (v) CREFC® Historical Liquidation Loss Template, (vi) CREFC® Interest
Shortfall Reconciliation Template, (vii) CREFC® Servicer Remittance to Trustee Template and (viii) CREFC®
Significant Insurance Event Template; and


 


(d)          such
other reports and data files as CREFC® may designate as part of the “CREFC® Investor Reporting
Package (CREFC® IRP)” from time to time generally.


 


“CREFC®
License Agreement”: The License Agreement, in the form set forth on the website of CREFC® on the Closing
Date, relating to the use of the CREFC® trademarks and trade names.


 


“CREFC®
Loan Level Reserve/LOC Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Level Reserve/LOC Report” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Loan Periodic Update File”: The monthly data file substantially in the form of, and containing the information called
for in, the downloadable form of the “CREFC® Loan Periodic Update File” available and effective
from time to time on the CREFC® Website and, provided that each CREFC® Loan
Periodic Update File shall be accompanied by a CREFC® Advance Recovery Report, if such report is required
for a particular month, and all references herein to “CREFC® Loan Periodic Update File” shall
be construed accordingly.


 


“CREFC®
Loan Setup File”: The data file substantially in the form of, and containing the information called for in, the downloadable
form of the “CREFC® Loan Setup File” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “NOI Adjustment Worksheet” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Operating Statement Analysis Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Operating Statement Analysis Report” available and effective from time to time on
the CREFC® Website.


 


“CREFC®
Property File”: The monthly data file substantially in the form of, and containing the information called for, in the
downloadable form of the “CREFC® Property File” available and effective from time to time on
the CREFC® Website.


 


“CREFC®
Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Reconciliation of Funds Template” available and effective from time to time on the CREFC®
Website, or such


 



    -53-


     

    

 


other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
REO Status Report”: A monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “REO Status Report” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Servicer Realized Loss Template”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Servicer Watch List”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Servicer Watch List” available and effective from time to time on the CREFC® Website.


 


“CREFC®
Special Servicer Loan File”: The monthly data file substantially in the form of, and containing the information called
for in, the downloadable form of the “Special Servicer Loan File” available and effective from time to time on the
CREFC® Website.


 


“CREFC®
Supplemental Servicer Reports”: The CREFC® Delinquent Loan Status Report, the CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report, the CREFC® REO Status Report, the CREFC®
Servicer Watch List, the CREFC® NOI Adjustment Worksheet, the CREFC® Comparative Financial
Status Report, the CREFC® Operating Statement Analysis Report, the CREFC® Loan Level
Reserve/LOC Report, the CREFC® Advance Recovery Report and the CREFC® Total Loan Report.


 


“CREFC®
Total Loan Report”: The monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Total Loan Report” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Website”: The CREFC®’s Website located at www.crefc.org or such other primary website
as the CREFC® may establish for dissemination of its report forms.


 


“Cross-Over
Date”: The Distribution Date, if any, on which the Certificate Balance of each Regular Interest (other than the Class
A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class X Regular Interests) is (or will be) reduced to zero.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination, the sum of (i) all Appraisal Reduction Amounts then in
effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Certificate Administrator
shall be entitled to conclusively rely on the Master Servicer’s calculation or determination of any Cumulative Appraisal
Reduction Amount.


 


“Custodial Agreement”:
The Custodial Agreement, if any, from time to time in effect between the Custodian named therein and the Certificate Administrator,
in the form agreed to by the Certificate Administrator and the Custodian, as the same may be amended or modified


 



    -54-


     

    

 


from time to time
in accordance with the terms thereof. No Custodial Agreement will be required if the Custodian is the same party as the Certificate
Administrator.


 


“Custodian”:
Any Custodian appointed pursuant to Section 3.19 of this Agreement. If a Custodian is not so appointed, then the Custodian
shall be the Certificate Administrator. The Custodian may (but need not) be the Certificate Administrator, the Trustee or the Master
Servicer or any Affiliate of the Certificate Administrator, the Trustee or the Master Servicer. Wells Fargo Bank, National Association
will perform its obligations as Custodian hereunder through its Document Custody division.


 


“Cut-off Date”:
With respect to each Mortgage Loan, the later of the related Due Date of such Mortgage Loan in December 2016 and the date of origination
of such Mortgage Loan.


 


“DBNY”:
Deutsche Bank AG, New York Branch, in its capacity as the holder of the RRI-A Interest, and its successors in interest.


 


“DBRS”:
DBRS, Inc., or its successor in interest. If neither such rating agency nor any successor remains in existence, “DBRS”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings of DBRS herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Debt Service
Coverage Ratio”: With respect to any Mortgage Loan or Serviced Whole Loan as of any date of determination and for any
period, the ratio calculated by dividing the net operating income or net cash flow, as applicable, of the related Mortgaged Property
or Mortgaged Properties, as the case may be, for the most recently ended 12-month trailing or one-year period for which data is
available from the related Borrower (or year-to-date until such time that data for the trailing 12-month period is available),
before payment of any scheduled payments of principal and interest on such Mortgage Loan or Serviced Whole Loan but after funding
of required reserves and “normalized” information from the CREFC® NOI Adjustment Worksheet for
such Mortgaged Property by the Master Servicer or Special Servicer, if applicable, pursuant to Section 3.13 of this Agreement,
by the annual debt service required by such Mortgage Loan or Serviced Whole Loan. Annual debt service shall be calculated by multiplying
the Periodic Payment in effect on such date of determination for such Mortgage Loan or Serviced Whole Loan by 12 (or such fewer
number of months for which related information is available).


 


“Default”:
An event of default under the Loan Documents for any Mortgage Loan or Whole Loan, or an event which, with the passage of time or
the giving of notice, or both, would constitute an event of default under the Loan Documents for such Mortgage Loan or Whole Loan.


 


“Default Interest”:
With respect to any Mortgage Loan or Serviced Companion Loan, interest accrued on such Mortgage Loan or Serviced Companion Loan
(other than Excess Interest) at the excess of (i) the related Default Rate over (ii) the related Mortgage Rate.


 



    -55-


     

    

 


“Default Rate”:
With respect to each Mortgage Loan or Serviced Companion Loan, the per annum rate at which interest accrues on such Mortgage
Loan or Serviced Companion Loan following any event of default on such Mortgage Loan or Serviced Companion Loan, including a default
in the payment of a Periodic Payment or a Balloon Payment.


 


“Defaulted Loan”:
A Mortgage Loan or Serviced Companion Loan (i) that is delinquent at least 60 days in respect of its Periodic Payments or that
is more than 60 days delinquent in respect of its Balloon Payment (taking into account any extensions to such 60-day period as
provided in the provisos to clause (a) of the definition of “Specially Serviced Loan”), if any, in either case
such Delinquency to be determined without giving effect to any grace period permitted by the related Loan Documents and without
regard to any acceleration of payments under the related Mortgage Loan or Serviced Companion Loan or (ii) as to which the Master
Servicer or Special Servicer has, by written notice to the related borrower, accelerated the maturity of the indebtedness evidenced
by the related Mortgage Note.


 


“Defeasance
Account”: As defined in Section 3.26(j) of this Agreement.


 


“Defect”:
As defined in Section 2.03(e) of this Agreement.


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer
retained by it (other than a Mortgage Loan Seller Sub-Servicer), any item (x) regarding such party, (y) prepared by such party
or any registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered
by or on behalf of such party pursuant to the delivery requirements under Article X of this Agreement that does not conform
to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations
promulgated thereunder.


 


“Delinquency”:
Any failure of a Borrower to make a scheduled Periodic Payment or Balloon Payment on a Due Date.


 


“Delinquent
Mortgage Loan”: A Mortgage Loan that is delinquent at least sixty days in respect of its Periodic Payments or Balloon
Payment, if any, in either case such delinquency to be determined without giving effect to any grace period.


 


“Denomination”:
As defined in Section 5.01(a) of this Agreement.


 


“Depositor”:
Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation, and its successors and assigns.


 


“Depository”:
The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction
of the Depositor if the Depositor is legally able to do so).


 


“Depository
Participant”: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities
deposited with the Depository.


 



    -56-


     

    

 


“Determination
Date”: With respect to any Distribution Date, the 6th day of the calendar month of the related Distribution Date or,
if such 6th day is not a Business Day, then the next Business Day, commencing in January 2017.


 


“Diligence File”:
With respect to each Mortgage Loan or Companion Loan, if applicable, collectively the following documents in electronic format:


 


(a)          A
copy of each of the following documents:


 


(i)     the
Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee
or in blank and further showing a complete, unbroken chain of endorsement from the Originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


(ii)    the
Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case with evidence of recording
indicated thereon or certified to have been submitted for recording;


 


(iii)   assignment
of the Mortgage in favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan) or in blank
and (subject to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable
form (or, if the related Mortgage Loan Seller is responsible for the recordation of that assignment, a copy of such assignment
to be sent for recordation);


 


(iv)   any
related Assignment of Leases, Rents and Profits of any intervening assignments (if such item is a document separate from the Mortgage),
with evidence of recording indicated thereon or certified to have been submitted for recording;


 


(v)    an
assignment of any related Assignment of Leases, Rents and Profits (if such item is a document separate from the Mortgage) in favor
of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan) or in blank and (subject to the completion
of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related
Mortgage Loan Seller is responsible for the recordation of that assignment, a copy of such assignment to be sent for recordation);


 


(vi)   the
assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned pursuant
to items (iii) or (v) above;


 


(vii)  all
modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or
provisions of


 



    -57-


     

    

 


the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;


 


(viii) the
policy or certificate of lender’s title insurance issued on the date of the origination of such Mortgage Loan, or, if such
policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has
been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow
instructions executed by an authorized representative of the title company) to issue such title insurance policy;


 


(ix)   any
UCC financing statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller;


 


(x)    an
original assignment in favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan) or in blank
of any financing statement executed and filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction (or,
if the related Mortgage Loan Seller is responsible for the filing of that assignment, a copy of such assignment to be sent for
filing);


 


(xi)   any
Intercreditor Agreement relating to permitted debt of the mortgagor, including any Intercreditor Agreement relating to a Serviced
Whole Loan;


 


(xii)  any
loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xiii) any
ground lease, ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xiv) any
property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xv)  any
franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect
to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor
of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the issuing entity is a beneficiary
of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the issuing entity, as the case
may be;


 


(xvi) any
lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xvii)
any related mezzanine intercreditor agreement;


 


(xviii)
all related environmental reports;


 



    -58-


     

    

 


(xix)  all
related environmental insurance policies;


 


(b)         a copy of any engineering reports or property condition reports;


 


(c)          other
than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies of a rent
roll;


 


(d)          for
any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance
agreements delivered to the related Mortgage Loan Seller;


 


(e)          copies
of all legal opinions (excluding attorney client communications between the related Mortgage Loan Seller, and its counsel that
are privileged communications or constitute legal or other due diligence analyses), if any, delivered in connection with the closing
of the related Mortgage Loan;


 


(f)           copies of all mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable
insurance policies (to the extent not previously included as part of this definition), if any, delivered in connection with
the origination of the related Mortgage Loan;


 


(g)          a
copy of the appraisal for the related Mortgaged Property(ies);


 


(h)          for
any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease;


 


(i)           a
copy of the applicable Mortgage Loan Seller’s asset summary;


 


(j)           copies
of all surveys for the related Mortgaged Property or Mortgaged Properties;


 


(k)          copies
of any zoning reports;


 


(l)           copies
of financial statements of the related mortgagor;


 


(m)         copies
of operating statements for the related Mortgaged Property or Mortgaged Properties;


 


(n)          copies
of all UCC searches;


 


(o)          copies
of all litigation searches;


 


(p)          copies
of all bankruptcy searches;


 


(q)          a
copy of the origination settlement statement;


 


(r)           a
copy of the insurance consultant report;


 



    -59-


     

    

 


(s)          copies
of the organizational documents of the related mortgagor and any guarantor;


 


(t)           copies
of the escrow statements;


 


(u)          a
copy of any closure letter (environmental);


 


(v)          a
copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties; and


 


(w)         a
copy of the payment history with respect to such Mortgage Loan prior to the Closing Date;


 


provided, that
(i) with respect to any Mortgage Loan which is a Non-Serviced Mortgage Loan on the Closing Date, any assignments in favor of the
trustee will be in favor of the trustee under the related Other Pooling and Servicing Agreement and (ii) with respect to any Servicing
Shift Mortgage Loan, any assignments in favor of the trustee may be in blank and may not be recorded or filed until otherwise set
forth in Section 2.01(a);


 


in each case, to the
extent that the Originator received such documents in connection with the origination of such Mortgage Loan. In the event any of
the items identified above were not included in connection with the origination of such Mortgage Loan, the Diligence File shall
include a statement to that effect; provided that the Mortgage Loan Seller shall not deliver information that is proprietary
to the related Originator or Mortgage Loan Seller or any draft documents or privileged or internal communications. The Mortgage
Loan Seller may, without any obligation to do so, include such other documents or information as part of the Diligence File that
such Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform the Asset Review
on such Mortgage Loan; provided that such documents or information are clearly labeled and identified.


 


“Diligence File
Certification”: As defined in Section 2.01(f).


 


“Directing Holder”:
With respect to (i) any Mortgage Loan (other than a Non-Serviced Mortgage Loan, Servicing Shift Mortgage Loan or Excluded Mortgage
Loan) or Serviced Whole Loan, the Controlling Class Representative, (ii) each Servicing Shift Whole Loan, the related Loan-Specific
Directing Holder and (iii) each Excluded Mortgage Loan, there will be no Directing Holder.


 


At such time as there
is no Controlling Class in accordance with the definition thereof, the Controlling Class Representative shall have no rights under
this Agreement.


 


The identification and
contact information of each initial Directing Holder as of the Closing Date is set forth on Schedule I to this Agreement.
The parties to this Agreement may rely on such Schedule in accordance with Section 3.29.


 


For the avoidance of
doubt, notwithstanding anything to the contrary contained in this Agreement, Control Termination Event and Consultation Termination
Event shall not affect the rights of a Non-Directing Holder. Whenever the term “Directing Holder” is used in this


 



    -60-


     

    

 


Agreement
without further clarification, the parties hereto intend for such reference to mean the applicable Directing Holder under the circumstances.


 


In the event that no
Directing Holder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master
Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and
no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new
Directing Holder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with,
provide notice to, or seek the approval or consent of any such Directing Holder as the case may be.


 


“Directly Operate”:
With respect to any Serviced REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily
provided to tenants in connection with the rental of space for occupancy only within the meaning of Treasury Regulations Section
1.512(b)-1(c)(5), the management or operation of such Serviced REO Property, the holding of such Serviced REO Property primarily
for sale to customers in the ordinary course of a trade or business, or any use of such Serviced REO Property in a trade or business
conducted by the Trust Fund, or the performance of any construction work on the Serviced REO Property other than through an Independent
Contractor; provided that the Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate
a Serviced REO Property solely because the Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect
to such Serviced REO Property or takes other actions consistent with Treasury Regulations Section l.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan
or Serviced REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage
fees, rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its
Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor
in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and any purchaser of any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or Serviced REO Property) in connection with the disposition,
workout or foreclosure of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan, if applicable, the
management or disposition of any Serviced REO Property, and the performance by the Special Servicer or any such Affiliate of any
other special servicing duties under this Agreement; provided that any compensation and other remuneration that the Master
Servicer or Certificate Administrator is permitted to receive or retain pursuant to the terms of this Agreement in connection with
its respective duties in such capacity as Master Servicer or Certificate Administrator under this Agreement shall not be Disclosable
Special Servicer Fees.


 


“Disclosure
Parties”: As defined in Section 3.14(e) of this Agreement.


 


“Dispute Resolution
Consultation”: As defined in Section 2.03(l)(i).


 


“Dispute Resolution
Cut-off Date”: As defined in Section 2.03(l)(i).


 



    -61-


     

    

 


“Disqualified
Non-U.S. Person”: With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (a) a Non-U.S.
Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United States and has
furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI (or applicable successor Form promulgated
by the IRS for the purpose of providing and certifying the information provided on Form W-8ECI as of the Closing Date) or (b) a
Non-U.S. Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and
the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income
tax purposes.


 


“Disqualified
Organization”: Any of (a) the United States, a State or any political subdivision thereof or any agency or instrumentality
of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except
for the Federal Home Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit),
(b) a foreign government, International Organization (as defined below) or agency or instrumentality of either of the foregoing,
(c) an organization that is exempt from tax imposed by Code Chapter 1 (including the tax imposed by Section 511 of the Code on
unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the
Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, or (e) any other Person so designated by the Certificate
Registrar based upon an Opinion of Counsel provided to the Certificate Registrar (which shall be an expense of the Trust) to the
effect that any Transfer to such Person may cause any Trust REMIC to be subject to tax or to fail to qualify as a REMIC at any
time that the Certificates are outstanding. For the purposes of this definition, the terms “United States,” “State”
and “International Organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Accounts”: Collectively, the Upper-Tier Distribution Account, the Lower-Tier Distribution Account, the Regular Interest
Distribution Account and the Excess Interest Distribution Account, each of which may be sub-accounts of a single Eligible Account.


 


“Distribution
Date”: For each Determination Date, the 4th Business Day following such Determination Date in each calendar month, commencing
in January 2017. The first Distribution Date shall be January 12, 2017.


 


“Distribution
Date Statement”: As defined in Section 4.02(a) of this Agreement.


 


“Do Not Hire
List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special Servicer, the
Certificate Administrator, Trustee or Operating Advisor, the Asset Representations Reviewer, which lists certain parties identified
by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under Article
X of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting
requirements under any other securitization transaction.


 



    -62-


     

    

 


“DSCR/DY Trigger”:
A DSCR/DY Trigger will have occurred for purposes of determining the existence of a Major Decision or a Master Servicer Non-Major
Decision in connection with the approval of a change to the property management company at a Mortgaged Property (A) with respect
to the Debt Service Coverage Ratio for the related Mortgage Loan or Serviced Whole Loan, if applicable, if the most recent Debt
Service Coverage Ratio for such Mortgage Loan or Serviced Whole Loan, if applicable, has decreased more than 10% from the Debt
Service Coverage Ratio calculated 12 months prior to date on which the most recent Debt Service Coverage Ratio was determined,
and (B) with respect to the debt yield for the related Mortgage Loan or Serviced Whole Loan, if applicable, if the most recent
debt yield for such Mortgage Loan or Serviced Whole Loan, if applicable, has decreased more than 10% from the debt yield calculated
12 months prior to date on which the most recent debt yield was determined.


 


“Due Date”:
With respect to (i) any Mortgage Loan or Serviced Whole Loan on or prior to its Maturity Date, the day of the month set forth in
the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due and (ii) any Mortgage Loan or Serviced
Whole Loan after the Maturity Date therefor or any REO Loan, the day of the month set forth in the related Mortgage Note on which
each Periodic Payment on such Mortgage Loan or Serviced Whole Loan had been scheduled to be first due.


 


“Early Termination
Notice Date”: Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the Cut-off Date.


 


“EDGAR Compatible
Format”: Any format compatible with EDGAR, including, without limitation, HTML, word, excel or clean and searchable PDF.


 


“Eligible Account”:
Any of:


 


(i)          an
account or accounts maintained with a depository institution or trust company (A) the short-term unsecured debt obligations or
commercial paper of which are rated at least “P-1” by Moody’s, “F1” by Fitch and at least the equivalent
by KBRA (if then rated by KBRA), in the case of accounts in which funds are held for 30 days or less or, (B) in the case of accounts
in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “A2”
by Moody’s, “A” by Fitch and at least the equivalent by KBRA (if then rated by KBRA),


 


(ii)         an
account or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s
long-term unsecured debt or deposit accounts are rated at least “A2” by Moody’s, “A” by Fitch and
at least the equivalent by KBRA (if then rated by KBRA) (if the deposits are to be held in the account for more than 30 days)
or Wells Fargo Bank, National Association’s short-term deposit accounts or short-term unsecured debt rating is rated at
least “P-1” by Moody’s, “F2” by Fitch and at least the equivalent by KBRA (if then rated by KBRA)
(if the deposits are to be held in the account for 30 days or less),


 



    -63-


     

    

 


(iii)        an
account or accounts maintained with KeyBank National Association so long as KeyBank National Association’s long-term unsecured
debt or deposit accounts are rated at least “A2” by Moody’s, “A-” by Fitch and at least the equivalent
by KBRA (if then rated by KBRA) (if the deposits are to be held in the account for more than 30 days) or KeyBank National Association’s
short-term deposit accounts or short-term unsecured debt rating is rated at least “P-1” by Moody’s, “F1”
by Fitch and at least the equivalent by KBRA (if then rated by KBRA) (if the deposits are to be held in the account for 30 days
or less),


 


(iv)        a
segregated trust account or accounts maintained with the trust department of a federal or state chartered depository institution
or trust company acting in its fiduciary capacity which institution or trust company has a combined capital and surplus of at
least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary
funds on deposit similar to Title 12 of the Code of Federal Regulations, Section 9.10(b) and the long-term unsecured debt obligations
of which are rated at least “A2” by Moody’s,


 


(v)         such
other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable
clause, would be listed in clauses (i)-(iv) above, with respect to which a Rating Agency Confirmation has been obtained from each
Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account,
or


 


(vi)        any
other account as to which the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, as applicable,
receives a Rating Agency Confirmation from each Rating Agency, which may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer.


 


Eligible
Accounts may bear interest.


 


“Eligible Investor”:
Any of (i) a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional
Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (ii) (except with respect
to the Class R Certificates) an Institutional Accredited Investor.


 


“Eligible Asset
Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, DBRS, KBRA, Morningstar or S&P and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which Moody’s, Fitch, DBRS, KBRA, Morningstar
or S&P has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction
citing servicing or other relevant concerns with the special servicer, operating advisor or asset representations reviewer as the
sole or material factor in such rating action, (b) can and will make the representations and warranties set forth in Section 2.04(g),
(c) is not (and is not affiliated with) any Sponsor, any Mortgage


 



    -64-


     

    

 


Loan Seller, any Originator, the Master Servicer, the Special
Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Holder, any Risk Retention Consultation Party
or any of their respective Affiliates, (d) has not performed (and is not affiliated with any party hired to perform) any due diligence,
loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion
Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement
or the Directing Holder, any Risk Retention Consultation Party of any of their respective Affiliates, or have been paid any fees,
compensation or other remuneration by any of them in connection with any such services, and (e) does not directly or indirectly,
through one or more Affiliates or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any
securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this
Agreement relates, other than in fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable)
and except as otherwise set forth in Section 11.02.


 


“Eligible Operating
Advisor”: An institution (i) that is the special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by Moody’s, Fitch or KBRA (including, in the case of Park Bridge Lender Services LLC, this transaction)
but has not been special servicer or operating advisor on a transaction for which Moody’s, Fitch or KBRA has qualified, downgraded
or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with
the special servicer or operating advisor as the sole or material factor in such rating action, (ii) that can and will make the
representations and warranties set forth in Section 2.04(f) of this Agreement, (iii) that is not (and is not affiliated
with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller,
the Controlling Class Representative, the Directing Holder, a Risk Retention Consultation Party, an Other Depositor, Other Trustee,
Other Servicer or Other Special Servicer, or an Affiliate of the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, a Mortgage Loan Seller, the Controlling Class Representative, the Directing Holder or an Other
Depositor, Other Trustee, Other Servicer or Other Special Servicer, (iv) that has not been paid by any Special Servicer or successor
Special Servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment
or recommendation for replacement of a successor Special Servicer to become the Special Servicer and (v) that (x) has been regularly
engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five
years of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real
estate asset management and experience in the workout and management of distressed commercial real estate assets.


 


“Enforcing Party”:
The Person obligated to or that elects pursuant to the terms of this Agreement to enforce the rights of the issuing entity against
the related Mortgage Loan Seller with respect to the Repurchase Request.


 


“Enforcing Servicer”:
(a) With respect to a Specially Serviced Loan, the Special Servicer, and (b) with respect to a Performing Loan, (i) in the case
of a Repurchase Request made by the Special Servicer, the Directing Holder or a Controlling Class Certificateholder, the Master
Servicer, and (ii) in the case of a Repurchase Request made by any person other than the Special Servicer, the Directing Holder
or a Controlling Class Certificateholder, (A) prior to a


 



    -65-


     

    

 


Resolution Failure relating to such Performing Loan, the Master Servicer
(provided that the consent of the Special Servicer will be required with respect to any Qualified Substitute Mortgage Loan),
and (B) from and after a Resolution Failure relating to such Performing Loan, the Special Servicer.


 


“Environmental
Insurance Policy”: With respect to any Mortgaged Property or Serviced REO Property, any insurance policy covering pollution
conditions and/or other environmental conditions that is maintained from time to time in respect of such Mortgaged Property or
Serviced REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.


 


“Environmental
Report”: The environmental audit report or reports with respect to each Mortgaged Property delivered to the Mortgage
Loan Sellers in connection with the related Mortgage Loan.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


 


“Escrow Account”:
As defined in Section 3.04(b) of this Agreement. Any Escrow Account may be a sub-account of the related Cash Collateral
Account.


 


“Escrow Payment”:
Any payment made by any Borrower to the Master Servicer pursuant to the related Mortgage, Cash Collateral Account Agreement, Lock-Box
Agreement, Loan Agreement or other Loan Document for the account of such Borrower for application toward the payment of taxes,
insurance premiums, assessments, environmental remediation and similar items in respect of the related Mortgaged Property or related
to the satisfaction of closing conditions for the related Mortgage Loan.


 


“Euroclear”:
Euroclear Bank, as operator of the Euroclear System and its successors in interest.


 


“Excess Interest”:
With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate, interest accrued (or
paid currently, if required under the applicable Loan Documents) on the related outstanding principal balance at the Revised Rate
in respect of such Mortgage Loan in excess of the interest accrued at the Initial Rate, plus any related interest accrued
on such amounts, to the extent permitted by applicable law and the related Mortgage Loan documents.


 


“Excess Interest
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(k), which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of the holders of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2016-CD2 – Excess Interest Distribution Account,” and which must be an Eligible Account or a sub-account of
an Eligible Account. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an
asset of the Grantor Trust.


 



    -66-


     

    

 


“Excess Prepayment
Interest Shortfall”: With respect to any Distribution Date, the aggregate amount, if any, by which the Prepayment Interest
Shortfalls with respect to all Principal Prepayments received with respect to the Mortgage Loans and Companion Loans during the
related prepayment period exceed the Compensating Interest Payment.


 


“Excess Rate”:
With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate, the excess of (i)
the applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set forth in the Mortgage Loan Schedule.


 


“Excess Servicing
Fees”: With respect to each Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan with respect thereto),
that portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.


 


“Excess Servicing
Fee Rate”: With respect to each Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan with respect
thereto), a rate per annum equal to the Servicing Fee Rate minus the sum of (a) the rate payable to any related Mortgage Loan Seller
Sub-Servicer identified on Exhibit X to this Agreement and (b) solely with respect to each Mortgage Loan, 0.0025% (or 0.00125%
in the case of the 60 Madison Avenue Mortgage Loan); provided that such rate shall be subject to reduction pursuant to Section
7.02 of this Agreement.


 


“Excess Servicing
Fee Right”: With respect to each Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan with respect
thereto), the right to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Master
Servicer shall be the owner of such Excess Servicing Fee Right.


 


“Exchange Act”:
The Securities Exchange Act of 1934, as amended and the rules and regulations thereunder.


 


“Exchange Date”:
As defined in Section 5.09(g).


 


“Exchangeable
Group”: As defined in Section 5.09(c).


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative or
any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Mortgage Loan. Immediately upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder”,
the Controlling Class Representative or Controlling Class Certificateholder, as applicable, shall provide notice in the form of
Exhibit L-1E hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate
Administrator, which such notice shall be physically delivered in accordance with Section 11.05 of this Agreement and shall specifically
identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class Mortgage Loan. Additionally, any Excluded
Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit L-1F
hereto, which such notice shall provide each of the CTSLink User ID’s associated with such Excluded Controlling Class Holder,
and which such notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access
to the


 



    -67-


     

    

 


Certificate Administrator’s Website as provided in this Agreement. As of the Closing Date, there are no Excluded Controlling
Class Holders related to the Trust.


 


“Excluded Controlling
Class Mortgage Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling
Class Representative or any Controlling Class Certificateholder is a Borrower Party. As of the Closing Date, there are no Excluded
Controlling Class Mortgage Loans related to the Trust.


 


“Excluded Information”:
With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating to such Excluded Controlling
Class Mortgage Loan(s) and/or the related Mortgaged Properties that is segregated on the Certificate Administrator’s Website,
including, without limitation, any Asset Status Reports, Final Asset Status Reports or summaries thereof, or any appraisals, inspection
reports (related to Specially Serviced Loans conducted by the Special Servicer or the Excluded Special Servicer), recoverability
officer’s certificates, the Operating Advisor Annual Reports, any determination of the Special Servicer’s net present
value calculation, any appraisal reduction amount calculations, environmental assessments, seismic reports and property condition
reports and such other information and reports designated as Excluded Information (other than such information with respect to
such Excluded Controlling Class Mortgage Loan(s) that is aggregated with information of other Mortgage Loans at a pool level)
by the Master Servicer, the Special Servicer and the Operating Advisor, as the case may be. For the avoidance of doubt, any file
or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®
Special Servicer Loan File relating to any Excluded Controlling Class Mortgage Loan) shall not be considered “Excluded
Information”. Any Excluded Information to be delivered to the Certificate Administrator by the Master Servicer, the Special
Servicer or the Operating Advisor shall be delivered in accordance with Section 3.32 hereof. For the avoidance of doubt,
the Certificate Administrator’s obligation to segregate any information delivered to it under the “Excluded Information”
tab on the Certificate Administrator’s Website shall be triggered solely by such information being delivered in the manner
provided in Section 3.32 hereof.


 


“Excluded Mortgage
Loan”: With respect to (a) the Controlling Class Representative, any Mortgage Loan or Whole Loan with respect to which,
as of any date of determination, the Controlling Class Representative or any Majority Controlling Class Certificateholder is a
Borrower Party, or (b) any Risk Retention Consultation Party, any Mortgage Loan or Whole Loan with respect to which, as of any
date of determination, such Risk Retention Consultation Party or the Person entitled to appoint such Risk Retention Consultation
Party is a Borrower Party. For the avoidance of doubt, any Excluded Mortgage Loan as to either the Controlling Class Representative
or any Majority Controlling Class Certificateholder is also an Excluded Controlling Class Mortgage Loan. As of the Closing Date,
there are no Excluded Mortgage Loans related to the Trust.


 


“Excluded Special
Servicer”: With respect to any Excluded Special Servicer Mortgage Loan, a special servicer that is not a Borrower Party
and satisfies all of the eligibility requirements applicable to the special servicer set forth in this Agreement.


 


“Excluded Special
Servicer Mortgage Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan with respect
to which, as of any date of determination, the Special Servicer has obtained knowledge that it is a Borrower Party.


 



    -68-


     

    

 


“FDIC”:
The Federal Deposit Insurance Corporation or any successor thereto.


 


“FedEx Ground
Portfolio Companion Loans”: As defined in the Preliminary Statement.


 


“FedEx Ground
Portfolio Mortgage Loan”: As defined in the Preliminary Statement.


 


“FedEx Ground
Portfolio Pari Passu Note A-2”: The promissory note designated as Note A-2, which evidences a portion of the FedEx Ground
Portfolio Whole Loan. The FedEx Ground Portfolio Pari Passu Note A-2 is included in the Trust Fund and is pari passu in
right of payment to the FedEx Ground Portfolio Pari Passu Note A-4, the FedEx Ground Portfolio Pari Passu Note A-1 and the FedEx
Ground Portfolio Pari Passu Note A-3, as set forth in the related Intercreditor Agreement. The FedEx Ground Portfolio Pari Passu
Note A-2, together with the FedEx Ground Portfolio Pari Passu Note A-4, is a Mortgage Loan.


 


“FedEx Ground
Portfolio Pari Passu Note A-4”: The promissory note designated as Note A-4, which evidences a portion of the FedEx Ground
Portfolio Whole Loan. The FedEx Ground Portfolio Pari Passu Note A-4 is included in the Trust Fund and is pari passu in
right of payment to the FedEx Ground Portfolio Pari Passu Note A-2, the FedEx Ground Portfolio Pari Passu Note A-1 and the FedEx
Ground Portfolio Pari Passu Note A-3, as set forth in the related Intercreditor Agreement. The FedEx Ground Portfolio Pari Passu
Note A-4, together with the FedEx Ground Portfolio Pari Passu Note A-2, is a Mortgage Loan.


 


“FedEx Ground
Portfolio Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of the FedEx Ground
Portfolio Whole Loan. The FedEx Ground Portfolio Pari Passu Note A-1 is not included in the Trust Fund and is pari passu
in right of payment to the FedEx Ground Portfolio Pari Passu Note A-2, the FedEx Ground Portfolio Pari Passu Note A-4 and the FedEx
Ground Portfolio Pari Passu Note A-3, as set forth in the related Intercreditor Agreement. The FedEx Ground Portfolio Pari Passu
Note A-1 is held by Bank of America, National Association or an affiliate thereof.


 


“FedEx Ground
Portfolio Pari Passu Note A-3”: The promissory note designated as Note A-3, which evidences a portion of the FedEx Ground
Portfolio Whole Loan. The FedEx Ground Portfolio Pari Passu Note A-3 is not included in the Trust Fund and is pari passu
in right of payment to the FedEx Ground Portfolio Pari Passu Note A-2, the FedEx Ground Portfolio Pari Passu Note A-4 and the FedEx
Ground Portfolio Pari Passu Note A-1, as set forth in the related Intercreditor Agreement. The FedEx Ground Portfolio Pari Passu
Note A-3 is held by Bank of America, National Association or an affiliate thereof.


 


“FedEx Ground
Portfolio Pari Passu Note A-1 Securitization Date”: With respect to the FedEx Ground Portfolio Whole Loan, the date on
which the FedEx Ground Portfolio Pari Passu Note A-1 is included in a securitization trust, provided that the related Companion
Loan Noteholder provides each of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and the
Trustee (in each case only to the extent such party will not also be a party to the related Other Securitization) with notice in
accordance with the terms of the related Intercreditor Agreement that the FedEx Ground Portfolio Pari Passu Note A-1 is to be


 



    -69-


     

    

 


included
in such Other Securitization, which notice shall include contact information for the related Other Servicer, the Other Special
Servicer and the Other Trustee.


 


“FedEx Ground
Portfolio Pooling and Servicing Agreement”: This Agreement, for so long as the FedEx Ground Portfolio Whole Loan is serviced
pursuant to this Agreement and, on and after the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, the related Other
Pooling and Servicing Agreement for the FedEx Ground Portfolio Pari Passu Note A-1.


 


“FedEx Ground
Portfolio Service Providers”: With respect to the FedEx Ground Portfolio Whole Loan, (i) prior to the FedEx Ground Portfolio
Pari Passu Note A-1 Securitization Date, the Trustee, Master Servicer, Special Servicer and any related sub-servicer hereunder
and (ii) on and after the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, the related Other Trustee, Other Servicer,
Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest advances
in respect of the FedEx Ground Portfolio Companion Loans or property advances in respect of the FedEx Ground Portfolio Whole Loan
pursuant to the related Other Pooling and Servicing Agreement.


 


“FedEx Ground
Portfolio Whole Loan”: The FedEx Ground Portfolio Companion Loans, together with the FedEx Ground Portfolio Mortgage
Loan. References herein to the FedEx Ground Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness under
the FedEx Ground Portfolio Pari Passu Note A-2, the FedEx Ground Portfolio Pari Passu Note A-4, the FedEx Ground Portfolio Pari
Passu Note A-1 and the FedEx Ground Portfolio Pari Passu Note A-3.


 


“FHLMC”:
The Federal Home Loan Mortgage Corporation, or any successor thereto.


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other
data or supporting information provided by the Special Servicer to the Directing Holder or any Risk Retention Consultation Party,
which shall not include any communication (other than the related Asset Status Report) between the Special Servicer and the Directing
Holder or any Risk Retention Consultation Party with respect to such Specially Serviced Loan; provided that with respect
to any Mortgage Loan other than an Excluded Mortgage Loan related to the Directing Holder, no Asset Status Report shall be considered
to be a Final Asset Status Report unless, if no Control Termination Event has occurred and is continuing, the Directing Holder
has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all
of its rights of approval and consent pursuant to this Agreement in respect of such action, or has been deemed to have approved
or consented to such action or the Asset Status Report is otherwise implemented by the Special Servicer in accordance with this
Agreement.


 


“Final Dispute
Resolution Election Notice”: As defined in Section 2.03(l)(iii).


 


“Final Recovery
Determination”: With respect to any Specially Serviced Loan, Serviced REO Loan or any Mortgage Loan subject to repurchase
by the related Mortgage Loan Seller pursuant to Section 2.03(e) of this Agreement, or in the case of a Whole Loan, subject
to a


 



    -70-


     

    

 


purchase pursuant to the applicable Intercreditor Agreement, or any Mortgage Loan or Whole Loan subject to purchase pursuant
to any related mezzanine intercreditor agreement, the recovery of all Insurance Proceeds, Liquidation Proceeds, the related Purchase
Price and other payments or recoveries (including proceeds of the final sale of any Serviced REO Property) which the Master Servicer
(or in the case of a Specially Serviced Loan or Serviced REO Loan, the Special Servicer), in its reasonable judgment, and, if no
Consultation Termination Event has occurred and is continuing, in consultation with the Directing Holder, as evidenced by a certificate
of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Custodian (and the Master Servicer, if the certificate is from the Special Servicer), expects to be finally recoverable.
If no Control Termination Event has occurred and is continuing, the Directing Holder shall have ten (10) Business Days to review
and approve each such recovery determination; provided that if the Directing Holder fails to approve or disapprove any recovery
determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed given.
The Master Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination until the earlier
of (i) its termination as the Master Servicer hereunder and the transfer of such records to a successor servicer and (ii) five
years following the termination of the Trust Fund.


 


“Financial Market
Publisher”: Blackrock Financial Management, Inc., Moody’s Analytics, Bloomberg Financial Markets, L.P., CMBS.com,
Inc., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corporation, Markit LLC and Thomson Reuters Corporation or any successor
entities thereof.


 


“Fitch”:
Fitch Ratings, Inc. or its successor in interest. If neither such rating agency nor any successor remains in existence, “Fitch”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings of Fitch herein
referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“FNMA”:
The Federal National Mortgage Association or any successor thereto.


 


“Form 8-K”:
A current report on Form 8-K under the Exchange Act or such successor form as the Commission may specify from time to time.


 


“Form 8-K Disclosure
Information”: As defined in Section 10.09 of this Agreement.


 


“GACC”:
German American Capital Corporation, in its capacity as a Mortgage Loan Seller, and its successors in interest.


 


“GACC Indemnification
Agreement”: The agreement dated as of the Pricing Date, among GACC, the Depositor, the Underwriters and the Initial Purchasers.


 


“GACC Mortgage
Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the GACC Purchase Agreement.


 



    -71-


     

    

 


“GACC Purchase
Agreement”: The Mortgage Loan Purchase Agreement dated and effective the Pricing Date, between GACC and the Depositor.


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (and with respect to any Non-Serviced Mortgage Loan only the pro rata
share of such proceeds allocated to the Trust pursuant to the terms of the related Intercreditor Agreement) or Serviced Companion
Loan, the excess of (i) Net Liquidation Proceeds of such Mortgage Loan, Serviced Companion Loan or related Serviced REO Property,
over (ii) the amount that would have been received if a principal payment and all other amounts due in full had been made with
respect to such Mortgage Loan or Serviced Companion Loan on the Due Date immediately following the date on which such proceeds
were received.


 


“Gain-on-Sale
Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.05(i) of this Agreement for the Certificateholders and, in the case of a Serviced Companion
Loan, the Serviced Companion Loan Noteholders, which shall be entitled “Wells Fargo Bank, National Association, as Certificate
Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of CD 2016-CD2
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2 and, if applicable, Serviced Companion Loan Noteholders,
Gain-on-Sale Reserve Account.” The Gain-on-Sale Reserve Account must be an Eligible Account or a sub-account of an Eligible
Account and will be an asset of the Lower-Tier REMIC.


 


“General Special
Servicer”: As defined in Section 3.22(h) of this Agreement.


 


“Global Certificates”:
Each of the Public Global Certificates, Regulation S Global Certificates or Rule 144A Global Certificates if and so long as such
class of Certificates is registered in the name of a nominee of the Depository.


 


“Grantor Trust”:
A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor
Trust Provisions, consisting of (i) the Specific Grantor Trust Assets, beneficial ownership of which Specific Grantor Trust Assets
(in the case of any Class thereof) is represented by the Class of Certificates with the corresponding alphabetic or alphanumeric
designation and (ii) the ARD Grantor Trust Assets, beneficial ownership of which is represented by the Class S, Class V1-E and
Class V2 Certificates in accordance with the Class S Percentage Interest, the Class V1-E Percentage Interest and the Class V2 Percentage
Interest, respectively, in the ARD Grantor Trust Assets, in each case as further described in this Agreement.


 


“Grantor Trust
Provisions”: Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).


 


“Hazardous Materials”:
Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified
pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or
any other environmental laws now existing, and specifically including, without limitation, asbestos and asbestos-containing materials,
polychlorinated biphenyls (“PCBs”), radon gas, petroleum and petroleum products, urea formaldehyde and any substances


 



    -72-


     

    

 


classified as being “in inventory,” “usable work in process” or similar classification which would, if
classified as unusable, be included in the foregoing definition.


 


“Holder”:
With respect to any Certificate, a Certificateholder; with respect to any Regular Interest or Lower-Tier Regular Interest, the
Trustee.


 


“Indemnification
Agreements”: Each of the GACC Indemnification Agreement and CGMRC Indemnification Agreement.


 


“Indemnified
Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, of this
Agreement, as the context requires.


 


“Indemnifying
Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, of this
Agreement, as the context requires.


 


“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material
indirect financial interest, in any of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, any Directing Holder, the Controlling Class Representative, any Risk Retention Consultation Party, any Borrower or Manager
or any Affiliate thereof, and (ii) is not connected with any such Person thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable
Trust REMIC within the meaning of Section 856(d)(3) of the Code if such Trust REMIC were a real estate investment trust (except
that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly,
35% or more of any Class or 35% or more of the aggregate value of all Classes of Certificates), provided that such Trust
REMIC does not receive or derive any income from such Person and the relationship between such Person and such Trust REMIC is at
arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer nor
the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion
of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master Servicer or the
Special Servicer, as applicable, the Certificate Administrator and the Trustee has been delivered to the Certificate Administrator
to that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer or the
Special Servicer, as applicable, on behalf of itself, the Certificate Administrator and the Trustee has received an Opinion of
Counsel (at the expense of the party seeking to be deemed an Independent Contractor) to the effect that the taking of any action
in respect of any Serviced REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated
to be taken by an Independent Contractor will not cause such Serviced REO Property to cease to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section
860D(a) of the Code) or cause any income realized in respect of such Serviced REO Property to fail to qualify as Rents from Real
Property (provided that such income would otherwise so qualify).


 



    -73-


     

    

 


“Individual
Certificate”: Any Certificate in definitive, fully registered physical form without interest coupons.


 


“Initial Purchasers”:
Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, and their respective successors in
interest.


 


“Initial Rate”:
The stated Mortgage Rate with respect to an ARD Loan as of the Cut-off Date.


 


“Initial Resolution
Period”: As defined in Section 2.03(e) of this Agreement.


 


“Initial Requesting
Certificateholder”: The first Certificateholder or Certificate Owner to deliver a Repurchase Request as described in
Section 2.03(k) with respect to a Mortgage Loan. For the avoidance of doubt, there may not be more than one Initial Requesting
Certificateholder with respect to any Mortgage Loan. A holder of an RRI Interest may not be an Initial Requesting Certificateholder.


 


“Institutional
Accredited Investor”: An institution that is an “accredited investor” within the meaning of Rule 501(a)(l),
(2), (3) or (7) under the Act.


 


“Insurance Proceeds”:
Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage Loan or Serviced
Whole Loan (including any amounts paid by the Master Servicer pursuant to Section 3.08 of this Agreement).


 


“Intercreditor
Agreement”: With respect to any Whole Loan, the related intercreditor, co-lender or similar agreement in effect from
time to time by and between (a) the holder of the related Mortgage Loan(s) and the holder of the related Subordinate Companion
Loan(s) relating to the relative rights of such holders or (b) the holders of the related Mortgage Loan and the related Serviced
Pari Passu Companion Loan(s) or Non-Serviced Companion Loan(s) relating to the relative rights of such holders. The intercreditor
or co-lender agreements related to each of the 229 West 43rd Street Retail Condo Whole Loan, the 10 Hudson Yards Whole Loan, the
60 Madison Avenue Whole Loan, the Prudential Plaza Whole Loan, the Birch Run Premium Outlets Whole Loan, the 667 Madison Avenue
Whole Loan, the Starbucks Center Whole Loan, the Marriott Hilton Head Resort & Spa Whole Loan, the Mills Fleet Farm Whole Loan,
the 8 Times Square & 1460 Broadway Whole Loan, the FedEx Ground Portfolio Whole Loan and the 80 Park Plaza Whole Loan, shall
each be an Intercreditor Agreement.


 


“Interest Accrual
Amount”: With respect to any Distribution Date and any Regular Interest, an amount equal to interest for the related
Interest Accrual Period accrued at the Pass-Through Rate for such Class on the related Certificate Balance or Notional Amount,
as applicable, outstanding immediately prior to such Distribution Date. Calculations of interest due in respect of the Regular
Interests shall be made on the basis of a 360-day year consisting of twelve 30-day months.


 


“Interest Accrual
Period”: With respect to each Regular Interest, for each Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs.


 



    -74-


     

    

 


“Interest Distribution
Amount”: With respect to any Distribution Date and with respect to each Regular Interest, an amount equal to (A) the
sum of (i) the Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the Interest Shortfall, if
any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such
Class on such Distribution Date pursuant to Section 4.01(i).


 


“Interest Reserve
Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.05(e) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders
of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2, Interest Reserve Account” and
which must be an Eligible Account or a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the
Lower-Tier REMIC.


 


“Interest Shortfall”:
On any Distribution Date for any Class of Certificates (other than the Class R and Class S Certificates) or any Regular Interest,
the amount of interest required to be distributed to the Holders of such Class of Certificates pursuant to Section 4.01(c)
or to such Regular Interest pursuant to Section 4.01(b) of this Agreement on such Distribution Date minus the amount of
interest actually distributed to such Holders pursuant to such Section, if any.


 


“Interested
Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Excluded Special
Servicer, if any, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Directing
Holder, any Risk Retention Consultation Party, any Companion Loan Noteholder, any Certificateholder, any Borrower, any Mortgage
Loan Seller, any holder of a related mezzanine loan, any Manager, any Independent Contractor engaged by the Special Servicer pursuant
to Section 3.15 of this Agreement, or any Person known to a Servicing Officer of the Special Servicer to be an Affiliate
of any of them.


 


“Inquiries”:
As defined in Section 4.02(c) of this Agreement.


 


“Intralinks
Site”: The internet website, which shall initially be “www.intralinks.com”, used by the Depositor and Mortgage
Loan Sellers to accept and upload the Diligence Files.


 


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued
or executed by a Borrower, a loan directly or indirectly secured by any of the foregoing or a hedging transaction (however structured)
that references or relates to any of the foregoing.


 


“Investment
Account”: As defined in Section 3.07(a) of this Agreement.


 


“Investment
Representation Letter”: As defined in Section 5.02(c)(i)(A) of this Agreement.


 



    -75-


     

    

 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit L-1A, Exhibit L-1B, Exhibit
L-1C or Exhibit L-1D to this Agreement or in the form of an electronic certification on the Certificate Administrator’s
Website (which may be a “click-through”), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Holder or a Risk Retention Consultation Party (in each case, to the extent such Person is not a Certificateholder),
a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Loan Noteholder (or any investment
advisor or manager or other representative of the foregoing), (ii) that either (a) such Person is a Risk Retention Consultation
Party or is a Person who is not a Borrower Party, in which case such Person shall have access to all the reports and information
made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower
Party in which case (1) if such Person is the Directing Holder or a Controlling Class Certificateholder, such Person shall have
access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website
hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Holder or a Controlling
Class Certificateholder, such Person shall only receive access to the Distribution Date Statements prepared by the Certificate
Administrator, (iii) that such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged
Information confidential and will not violate any securities laws; provided, however, that any Excluded Controlling
Class Holder (i) shall be permitted to obtain, upon reasonable request in accordance with Section 4.02(b) of this Agreement
any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class
Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder
via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master Servicer
(with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), in each case,
to the extent in the possession of the Master Servicer or Special Servicer, as applicable and (ii) shall be considered a Privileged
Person for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling
Class Loan.


 


“Investor Q&A
Forum”: As defined in Section 4.02(c) of this Agreement.


 


“Investor Registry”:
As defined in Section 4.02(d) of this Agreement.


 


“IO Group YM
Distribution Amount”: As defined in Section 4.01(d) of this Agreement.


 


“IRS”:
The Internal Revenue Service.


 


“KBRA”:
Kroll Bond Rating Agency, Inc., or its successor in interest. If neither such rating agency nor any successor remains in existence,
“KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person
reasonably designated by the Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings
of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Late Collections”:
With respect to any Mortgage Loan or Serviced Whole Loan, all amounts received thereon during any Collection Period (or the related
grace period), whether


 



    -76-


     

    

 


as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent
late payments or collections of principal or interest due in respect of such Mortgage Loan or Serviced Whole Loan (without regard
to any acceleration of amounts due thereunder by reason of default) on a Due Date in a previous Collection Period and not previously
recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property during any Collection
Period (including any grace period applicable under the original Mortgage Loan or Serviced Whole Loan), whether as Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, REO Proceeds or otherwise, which represent late collections of principal or interest
due or deemed due in respect of such REO Loan or the predecessor Mortgage Loan or Serviced Whole Loan (without regard to any acceleration
of amounts due under the predecessor Mortgage Loan or Serviced Whole Loan by reason of default) on a Due Date in a previous Collection
Period and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges.


 


“Legal Fee Reserve
Account”: The account created and maintained by the Certificate Administrator pursuant to Section 3.05(l), in
the name of the “Legal Fee Reserve Account”, into which the amounts set forth in Section 3.05(l) shall be deposited
directly and which must be an Eligible Account.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee in connection with the liquidation of any Mortgage
Loan or Serviced Whole Loan or the liquidation of a Serviced REO Property or the sale of any Mortgage Loan or Serviced Whole Loan
pursuant to Section 3.16 or Section 9.01 of this Agreement (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions, and conveyance taxes).


 


“Liquidation
Fee”: A fee payable to the Special Servicer (i) with respect to each Specially Serviced Loan or Serviced REO Loan, (ii)
with respect to each Mortgage Loan repurchased by a Mortgage Loan Seller (except as specified in the following paragraph), or (iii)
with respect to each Defaulted Loan that is a Non-Serviced Mortgage Loan sold by the Special Servicer in accordance with Section
3.16(b) of this Agreement; provided, however, for clarification, should such Non-Serviced Mortgage Loan be sold
by the Other Special Servicer, then the Liquidation Fee shall be paid to such Other Special Servicer, in each case as to which
the Special Servicer obtains a full, partial or discounted payoff from the related Borrower, a loan purchaser or Mortgage Loan
Seller, as applicable, or any Liquidation Proceeds with respect thereto (in any case, other than amounts for which a Workout Fee
has been paid, or will be payable), equal to:


 


(a)          the
lesser of:


 


(i)          the
product of 1.0% and the proceeds of such full, partial or discounted payoff or the Net Liquidation Proceeds related to such liquidated
or repurchased Mortgage Loan or Specially Serviced Loan, as the case may be, in each case exclusive of any portion of such payoff
or Net Liquidation Proceeds that represents Penalty Charges;


 


(ii)         $1,000,000;
and


 



    -77-


     

    

 


(iii)        any
applicable cap pursuant to Section 3.12(c) of this Agreement.


 


(b)          with
respect to any particular liquidation (or partial liquidation), as reduced by the amount of any and all related Offsetting Modification
Fees received by the Special Servicer as additional servicing compensation relating to such Specially Serviced Loan, Serviced REO
Loan or Mortgage Loan.


 


No Liquidation Fee shall
be payable:


 


(a) with respect to clause
(v) of the definition of Liquidation Proceeds;


 


(b) with respect to any
existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, in connection with the purchase
of the related Mortgage Loan by a mezzanine lender if the purchase of the Mortgage Loan occurred within 90 days after the first
time that such holder’s option to purchase such Mortgage Loan becomes exercisable; provided, that even if the purchase
occurs before such expiration the Liquidation Fee shall be payable to the extent paid by, and collected from, the related Borrower
or the related mezzanine lender;


 


(c) the purchase of the
related Mortgage Loan by the related Companion Loan Noteholder pursuant to the related Intercreditor Agreement within 90 days after
the first time that such Companion Loan Noteholder’s option to purchase such Mortgage Loan becomes exercisable;


 


(d) in the case of a
repurchase or replacement of a Mortgage Loan (other than an REO Loan) by the applicable Mortgage Loan Seller pursuant to the related
Mortgage Loan Purchase Agreement, if the applicable Mortgage Loan Seller repurchases or replaces such Mortgage Loan within the
Initial Resolution Period (and giving effect to any applicable Resolution Extension Period);


 


(e) with respect to any
Serviced Companion Loan that is the subject of an Other Securitization, to the Special Servicer under this Agreement in connection
with (A) a repurchase or replacement of such Serviced Companion Loan by the applicable Mortgage Loan Seller due to a breach of
a representation or warranty or a document defect under the related mortgage loan purchase agreement related to the Other Pooling
and Servicing Agreement prior to the expiration of the cure period (including any applicable extension thereof) set forth therein
or (B) a purchase of the Serviced Companion Loan pursuant to a clean-up call or similar liquidation under the related Other Pooling
and Servicing Agreement;


 


(f) in connection with
the purchase of any Defaulted Loan by the Special Servicer or any Affiliate thereof or the Directing Holder or any Affiliate thereof
if such purchase occurred within 90 days after the transfer of the Defaulted Loan to special servicing;


 


(g) in connection with
a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment within
the Initial Resolution Period (and giving effect to any applicable extension period beyond the end of the Initial Resolution Period
set forth in Section 2.03(e) of this Agreement); and


 



    -78-


     

    

 


(h) if a Mortgage Loan
or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of
“Specially Serviced Loan” as a result of a payment default at maturity and the related Liquidation Proceeds are received
within 3 months following the related maturity date as a result of the related Mortgage Loan or Serviced Whole Loan being refinanced
or otherwise repaid in full (provided that the Special Servicer may collect from the related borrower and retain (x) a liquidation
fee, (y) such other fees as are provided for in the related Loan Documents and (z) other appropriate fees in connection with such
liquidation).


 


“Liquidation
Proceeds”: Cash amounts (other than Insurance Proceeds and Condemnation Proceeds and REO Proceeds) received by or paid
to the Master Servicer or the Special Servicer in connection with: (i) the liquidation of a Mortgaged Property or other collateral
constituting security for a Defaulted Loan, through trustee’s sale, foreclosure sale, disposition of REO Property or otherwise,
exclusive of any portion thereof required to be released to the related Borrower in accordance with applicable law and the terms
and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a
Borrower; (iii) the sale of a Defaulted Loan; (iv) the repurchase of a Mortgage Loan (or related REO Loan) by the applicable Mortgage
Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (v) the purchase of all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan by the Sole Certificateholder, the Certificateholder owning a majority of the Percentage
Interests in the Controlling Class, the Special Servicer or the Master Servicer pursuant to Section 9.01 of this Agreement;
(vi) with respect to any existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, the purchase
of the related Mortgage Loan by a mezzanine lender; (vii) in the case of a Mortgage Loan that is part of a Whole Loan, the purchase
of such Mortgage Loan by a related Companion Loan Noteholder, or the applicable designee, as applicable, pursuant to the related
Intercreditor Agreement; or (viii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection
Account in accordance with Section 3.06(e) of this Agreement (provided that, for the purpose of determining the amount
of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount
of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if
any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to the
Mortgaged Property or Mortgaged Properties securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion
of such amounts payable to the holder of the related Non-Serviced Mortgage Loan will be included in Liquidation Proceeds.


 


“Loan Agreement”:
With respect to any Mortgage Loan or Serviced Whole Loan, the loan agreement, if any, between the related Originator and the Borrower,
pursuant to which such Mortgage Loan was made.


 


“Loan Documents”:
With respect to any Mortgage Loan or Serviced Whole Loan, the documents executed or delivered in connection with the origination
or any subsequent modification of such Mortgage Loan or Serviced Whole Loan or subsequently added to the related Mortgage File.


 



    -79-


     

    

 


“Loan Number”:
With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books and records of the Depositor
or any sub-servicer for the Depositor, as set forth in the Mortgage Loan Schedule.


 


“Loan-Specific
Directing Holder”: With respect to the Servicing Shift Whole Loan, the “controlling holder”, the “directing
holder”, “directing lender” or any analogous concept set forth under the related Intercreditor Agreement. Prior
to the Servicing Shift Securitization Date, the “directing holder” with respect to the Servicing Shift Whole Loan will
be the holder of the related Controlling Companion Loan. On and after the Servicing Shift Securitization Date, there will be no
Loan-Specific Directing Holder under the Pooling and Servicing Agreement with respect to the Servicing Shift Whole Loan. As of
the Closing Date, Bank of America, National Association is expected to be the Loan-Specific Directing Holder with respect to the
FedEx Ground Portfolio Whole Loan.


 


“Lock-Box Account”:
With respect to any Mortgaged Property, if applicable, any account created pursuant to the related Loan Documents to receive revenues
therefrom. Any Lock-Box Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive
the reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Whole
Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon. The Master
Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Collateral Accounts in accordance with
the terms of the related Mortgage Loan or Serviced Whole Loan.


 


“Lock-Box Agreement”:
With respect to any Mortgage Loan or Serviced Whole Loan, the lock-box agreement, if any, between the related Originator and the
Borrower, pursuant to which the related Lock-Box Account, if any, may have been established.


 


“Loss of Value
Payment”: As defined in Section 2.03(e) of this Agreement.


 


“Loss of Value
Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
designated as such pursuant to Section 3.05(d) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust
Fund but not part of the Grantor Trust or any Trust REMIC.


 


“Lower-Tier
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Wells Fargo Bank,
National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for
the benefit of the Holders of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2, Lower-Tier
Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Lower-Tier Distribution
Account shall be an asset of the Lower-Tier REMIC.


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.01(a).


 


“Lower-Tier
Principal Balance”: With respect to any Class of Lower-Tier Regular Interests, initially will equal the original principal
balance set forth in the Preliminary


 



    -80-


     

    

 


Statement herein, and from time to time will equal such amount reduced by the amount of distributions
of the Lower-Tier Distribution Amount allocable to principal and Realized Losses, allocable thereto in all prior periods as described
in Section 4.01(f) of this Agreement, such that at all times the Lower-Tier Principal Balance of a Lower-Tier Regular Interest
shall equal the Certificate Balance of the Corresponding Regular Interest.


 


“Lower-Tier
Regular Interests”: The Class LA-1 Interest, Class LA-2 Interest, Class LA-3 Interest, Class LA-SB Interest, Class LA-4
Interest, Class LA-M Interest, Class LB Interest, Class LC Interest, Class LD Interest, Class LE Interest, Class LF Interest and
Class LG Interest issued by the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Lower-Tier Regular
Interest (i) is designated as a “regular interest” in the Lower-Tier REMIC, (ii) relates to its Corresponding Regular
Interest and Corresponding Class X Component, (iii) is uncertificated, (iv) has an initial Lower-Tier Principal Balance as set
forth in the Preliminary Statement herein, (v) has a Pass-Through Rate equal to the WAC Rate, (vi) has a “latest possible
maturity date,” within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date
and (vii) is entitled to the distributions in the amounts and at the times specified in Section 4.01(d) of this Agreement.


 


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans (exclusive of Excess Interest),
collections thereon, the Trust’s interest in any REO Property acquired in respect thereof, amounts related thereto held from
time to time in the Collection Account and the Lower-Tier Distribution Account, the REO Account (to the extent of the Trust Fund’s
interest therein), related amounts in the Interest Reserve Account, amounts held from time to time in the Gain-on-Sale Reserve
Account (to the extent of the Trust Fund’s interest therein) in respect thereof and all other property included in the Trust
Fund (other than the Loss-of-Value Reserve Fund) that is not in the Upper-Tier REMIC or the Grantor Trust.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major Decision”:
Any of the following:


 


(a)          any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing such of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan as come into
and continue in default;


 


(b)          any
modification, consent to a modification or waiver of any monetary term or material non-monetary term (including, without limitation,
the timing of payments and acceptance of discounted payoffs but excluding late payment charges or Default Interest) of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the Maturity Date of any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, to the extent the Directing Holder or any affiliate
does not own any controlling interest (whether legally, beneficially or otherwise) in the related mezzanine loan, if applicable;


 


(c)          any
sale of a Defaulted Loan (that is not a Non-Serviced Mortgage Loan), an REO Property (in each case, other than in connection with
the termination of the Trust Fund) or a Defaulted Loan that is a Non-Serviced Mortgage Loan that the Special


 



    -81-


     

    

 


Servicer is permitted
to sell in accordance with the proviso in Section 3.16(b) of this Agreement, in each case for less than the applicable Purchase
Price;


 


(d)          any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 


(e)          any
release of collateral or any acceptance of substitute or additional collateral (other than through defeasance, provided that such
defeasance does not otherwise involve a Major Decision) for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan, or any consent to either of the foregoing, other than as required pursuant to the specific terms of the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and for which there is no lender discretion;


 


(f)           any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to such waiver or consent to a transfer of the Mortgaged Property
or interests in the Borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt
(i) as may be effected without the consent or discretion of the lender under the related loan agreement, (ii) where the Loan Documents
include specific objective conditions that must be satisfied for such action where lender discretion is not necessary in order
to determine whether such specific objective conditions have been satisfied and (iii) where such specific objective conditions
have been satisfied with no exceptions;


 


(g)          any
acceptance of an assumption agreement releasing a Borrower from liability under a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan other than any such action (i) as may be effected without the consent or discretion of the lender
under the related Loan Agreement, (ii) where the Loan Documents include specific objective conditions that must be satisfied for
such action where lender discretion is not necessary in order to determine whether such specific objective conditions have been
satisfied and (iii) where such specific objective conditions have been satisfied with no exceptions;


 


(h)          any
acceleration of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan following a default or an event
of default or any initiation of judicial, bankruptcy or similar proceedings under the related Loan Documents or with respect to
the related Borrower or Mortgaged Property;


 


(i)           (i)
any property management company changes (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan (A)(x) with a principal balance equal to or greater than $25,000,000 or (y) for which the Debt Service Coverage Ratio
and debt yield for such Mortgage Loan or Serviced Whole Loan, if applicable, is less than the greater of (1) the Debt Service Coverage
Ratio and debt yield for such Mortgage Loan or Serviced Whole Loan, as applicable, as of the origination date of such Mortgage
Loan or Serviced Whole Loan, as applicable, and (2) if the DSCR/DY Trigger has occurred, the Debt Service Coverage Ratio and debt
yield for


 



    -82-


     

    

 


such Mortgage Loan or Serviced Whole Loan, as applicable, as of the most recent quarterly reporting period or (B) where
the property management company will be an Affiliate of the related Borrower following such change or (iii) franchise changes (with
respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, for which the lender
is required to consent or approve under the related Loan Documents);


 


(j)           releases
or substitutions of any escrows, reserve accounts, letters of credit or collateral related to hospitality property improvement
plans or earnout or performance escrows, reserves or holdbacks with respect to certain Mortgage Loans set forth on Exhibit Y,
other than those required pursuant to specific terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
Serviced Whole Loan and for which there is no lender discretion;


 


(k)          any
determination of an Acceptable Insurance Default; and


 


(l)           any
modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement
with any mezzanine lender, holder of a Companion Loan or other subordinate debt holder related to a Mortgage Loan (including a
Non-Serviced Mortgage Loan, to the extent consent rights with respect to such modification, waiver or amendment are granted to
the holder of the Companion Loan or other subordinate debt under the related agreement) or Serviced Whole Loan, or an action to
enforce rights with respect thereto, in each case, other than any modification, waiver or amendment to cure an ambiguity, correct
an error or split a Companion Loan, mezzanine loan or other related promissory note.


 


For the avoidance of
doubt, the Master Servicer and the Special Servicer (each in such capacity) shall not make or be obligated to make any Major Decisions
with respect to any Non-Serviced Mortgage Loans and the Directing Holder shall have no consent and/or consultation rights regarding
Major Decisions with respect to any Non-Serviced Mortgage Loans, Servicing Shift Mortgage Loan and Excluded Mortgage Loans under
this Agreement.


 


With respect to any Serviced
Whole Loan, for so long as the holder of the related Serviced Companion Loan is the “Controlling Holder”, the “Directing
Holder”, “Directing Lender” or any analogous concept under the related Intercreditor Agreement, then with respect
to such Serviced Whole Loan, the term “Major Decision” shall mean “Major Decision”, “Major Action”
or any analogous concept under the related Intercreditor Agreement.


 


“Management
Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the Management Agreement, if any, by and between
the Manager and the related Borrower, or any successor Management Agreement between such parties.


 


“Manager”:
With respect to any Mortgage Loan or Serviced Whole Loan, any property manager for the related Mortgaged Properties.


 


“Marriott Hilton
Head Resort & Spa Companion Loans”: As defined in the Preliminary Statement.


 



    -83-


     

    

 


“Marriott Hilton
Head Resort & Spa Mortgage Loan”: As defined in the Preliminary Statement.


 


“Marriott Hilton
Head Resort & Spa Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of December 1,
2016, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer,
CWCapital Asset Management LLC, as special servicer, National Cooperative Bank, N.A., as a separate master servicer and special
servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator,
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and entered into in connection with
the creation of the Wells Fargo Commercial Mortgage Trust 2016-LC25.


 


“Marriott Hilton
Head Resort & Spa Service Providers”: With respect to the Marriott Hilton Head Resort & Spa Companion Loans,
the related Other Trustee, Other Servicer, Other Special Servicer and any related sub-servicer, as applicable, and any other Person
that makes principal and/or interest advances in respect of such mortgage loan pursuant to any related Other Pooling and Servicing
Agreement.


 


“Marriott Hilton
Head Resort & Spa Whole Loan”: The Marriott Hilton Head Resort & Spa Companion Loans, together with the Marriott
Hilton Head Resort & Spa Mortgage Loan. References herein to the Marriott Hilton Head Resort & Spa Whole Loan shall be
construed to refer to the aggregate indebtedness under the Marriott Hilton Head Resort & Spa Mortgage Loan and the Marriott
Hilton Head Resort & Spa Companion Loans.


 


“Master Servicer”:
Wells Fargo Bank, National Association, a national banking association, or its successor in interest, or any successor master servicer
appointed as provided herein.


 


“Master Servicer
Major Decision”: Any Major Decision under clauses (i) through (l) of the definition of “Major Decision”.


 


“Master Servicer
Non-Major Decision” Any of the following:


 


(a)          approving
leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements for leases
(i) equal to or less than the lesser of (A) 30,000 square feet and (B) 30% of the net rentable area at the related Mortgaged Property
and (ii) which are not ground leases;


 


(b)          approving
any waiver regarding the receipt of financial statements if such waiver does not involve permitting delivery of financial statements
less than quarterly or more than 60 days after the end of the calendar quarter;


 


(c)          approving
annual budgets for the related Mortgaged Property;


 


(d)          approving
immaterial rights-of-way and immaterial easements, and consent to subordination of the related Mortgage Loan or Serviced Whole
Loan to such immaterial rights-of-way or easements;


 



    -84-


     

    

 


(e)          any
modification, consent to a modification or waiver of any immaterial non-monetary term (excluding the timing of payments but including
late payment charges or Default Interest) of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan;


 


(f)           other
than with respect to reserves and escrows which are addressed in clause (i) below, any release of collateral or any acceptance
of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or
any consent to either of the foregoing, to the extent the foregoing is not otherwise a Major Decision;


 


(g)          any
consent to a transfer of the Mortgaged Property or interests in the Borrower or consent to the incurrence of additional debt where
(i) such transfer or incurrence of debt may be effected without the consent or discretion of the lender under the related Loan
Agreement (ii) the Loan Documents include specific objective conditions that must be satisfied for such action where lender discretion
is not necessary in order to determine whether such specific objective conditions have been satisfied and (iii) such specific objective
conditions have been satisfied with no exceptions;


 


(h)          (i)
any property management company changes (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan (A)(x) with a principal balance less than $25,000,000 or (y) for which the Debt Service Coverage Ratio and debt yield
for such Mortgage Loan or Serviced Whole Loan, if applicable, is equal to or greater than the greater of (1) the Debt Service Coverage
Ratio and debt yield for such Mortgage Loan or Serviced Whole Loan, as applicable, as of the origination date of such Mortgage
Loan or Serviced Whole Loan, as applicable, and (2) if the DSCR/DY Trigger has occurred, the Debt Service Coverage Ratio and debt
yield for such Mortgage Loan or Serviced Whole Loan, as applicable, as of the most recent quarterly reporting period or (B) where
the property management company will not be an Affiliate of the related Borrower following such change or (ii) franchise changes
(with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, for which the
lender is not required to consent or approve under the related Loan Documents);


 


(i)           releases
or substitutions of any amounts from any escrow accounts, reserve accounts, letters of credit or collateral, if required pursuant
to the specific terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and for which
there is no lender discretion, other than with respect to (A) escrow accounts, reserve accounts, letters of credit or other collateral
related to hospitality property improvement plans or (B) earn out or performance escrows, reserves or holdbacks, in the case of
clause (A) and (B), relating to certain Mortgage Loans set forth on Exhibit Y;


 


(j)           any
acceptance of an assumption agreement releasing a Borrower from liability under a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan if (i) such action may be effected without the consent or discretion of the lender under the related
Loan Agreement, (ii) the Loan Documents include specific objective conditions that must be satisfied for such action where lender
discretion is not


 



    -85-


     

    

 


necessary in order to determine whether such specific objective conditions have been satisfied and (iii) such
specific objective conditions have been satisfied with no exceptions;


 


(k)          any
modification, waiver or amendment of an Intercreditor Agreement, co-lender agreement, participation agreement or similar agreement
with any mezzanine lender, holder of a Companion Loan or other subordinate debt holder related to a Mortgage Loan (including a
Non-Serviced Mortgage Loan, to the extent consent rights with respect to such modification, waiver or amendment are granted to
the holder of the Companion Loan or other subordinate debt under the related agreement) or such Serviced Whole Loan, or an action
to enforce rights with respect thereto, to the extent the foregoing is not otherwise a Major Decision; provided, however,
if any such modification, waiver or amendment would adversely impact the Master Servicer or Special Servicer, such modification,
waiver or amendment will additionally require the consent of the Master Servicer or the Special Servicer, as applicable, as a condition
to its effectiveness; and


 


(l)           any
other action that does not constitute a Major Decision or a Special Servicer Non-Major Decision.


 


The Master Servicer will
process and consent to or refuse consent to, as applicable, all Master Servicer Major Decisions and Master Servicer Non-Major Decisions
with respect to any non-Specially Serviced Loan (other than a Non-Serviced Mortgage Loan). The Master Servicer will also be required
to obtain the consent of the Directing Holder, and will be required to consult with the Operating Advisor, in connection with any
Master Servicer Major Decision with respect to any non-Specially Serviced Loan (other than a Non-Serviced Mortgage Loan), to the
extent described herein. With respect to any non-Specially Serviced Loan (other than a Non-Serviced Mortgage Loan), the Master
Servicer will be required to process and consent to any action that is a Master Servicer Major Decision or a Master Servicer Non-Major
Decision.


 


“Master Servicer
Proposed Course of Action Notice”: As defined in Section 2.03(k)(iv) of this Agreement.


 


“Master Servicer
Remittance Date”: With respect to any Distribution Date, the Business Day preceding such Distribution Date.


 


“Master Servicer
Servicing Personnel”: The divisions and individuals of the Master Servicer who are involved in the performance of the
duties of the Master Servicer under this Agreement.


 


“Master Servicer
Termination Event”: As defined in Section 7.01(a) of this Agreement.


 


“Master Servicer
Website”: The internet website maintained by the Master Servicer; initially located at “www.wellsfargo.com/com/comintro”.


 



    -86-


     

    

 


“Master Servicing
Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount per interest accrual period related
to such Mortgage Loan equal to the product of (i) the respective Master Servicing Fee Rate (adjusted to a monthly rate) and (ii)
the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period (without giving
effect to payments of principal on such Mortgage Loan on such Due Date). For the avoidance of doubt, with respect to any Subordinate
Companion Loan, no Master Servicing Fee shall accrue or be payable on the principal balance thereof.


 


“Master Servicing
Fee Rate”: With respect to each Mortgage Loan, the rate per annum set forth on Exhibit B to this Agreement.


 


“Material Breach”:
As defined in Section 2.03(e) of this Agreement.


 


“Material Defect”:
As defined in Section 2.03(e) of this Agreement.


 


“Maturity Date”:
With respect to any Mortgage Loan or Serviced Companion Loan as of any date of determination, the date on which the last payment
of principal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior
to such date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan or Serviced
Companion Loan by reason of default thereunder or (ii) any grace period permitted by the related Mortgage Note.


 


“Mediation Rules”:
As defined in Section 2.03(m)(i).


 


“Mills Fleet
Farm Companion Loans”: As defined in the Preliminary Statement.


 


“Mills Fleet
Farm Mortgage Loan”: As defined in the Preliminary Statement.


 


“Mills Fleet
Farm Pari Passu Note A-3”: The promissory note designated as Note A-3, which evidences a portion of the Mills Fleet Farm
Whole Loan. The Mills Fleet Farm Pari Passu Note A-3 is included in the Trust Fund and is pari passu in right of payment
to the Mills Fleet Farm Pari Passu Note A-1 and the Mills Fleet Farm Pari Passu Note A-2, as set forth in the related Intercreditor
Agreement. As of the Closing Date, the Mills Fleet Farm Pari Passu Note A-3 is a Mortgage Loan.


 


“Mills Fleet
Farm Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of the Mills Fleet Farm
Whole Loan. The Mills Fleet Farm Pari Passu Note A-1 is not included in the Trust Fund and is pari passu in right of payment
to the Mills Fleet Farm Pari Passu Note A-2 and the Mills Fleet Farm Pari Passu Note A-3, as set forth in the related Intercreditor
Agreement. As of the Closing Date, the Mills Fleet Farm Pari Passu Note A-1 is held by the CFCRE 2016-C6 Mortgage Trust.


 


“Mills Fleet
Farm Pari Passu Note A-2”: The promissory note designated as Note A-2, which evidences a portion of the Mills Fleet Farm
Whole Loan. The Mills Fleet Farm Pari Passu Note A-2 is not included in the Trust Fund and is pari passu in right of payment
to the Mills Fleet Farm Pari Passu Note A-1 and the Mills Fleet Farm Pari Passu Note A-3, as set forth


 



    -87-


     

    

 


in the related Intercreditor
Agreement. As of the Closing Date, the Mills Fleet Farm Pari Passu Note A-2 is held by the CGCMT 2016-C3 Mortgage Trust.


 


“Mills Fleet
Farm Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of November 1, 2016, among Citigroup
Commercial Mortgage Securities, Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, Rialto Capital Advisors, LLC, as special servicer, Deutsche Bank Trust Company Americas, as trustee, Citibank, N.A.,
as certificate administrator, Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer, and
entered into in connection with the Citigroup Commercial Mortgage Trust 2016-C3.


 


“Mills Fleet
Farm Service Providers”: With respect to the Mills Fleet Farm Companion Loans, the related Other Trustee, Other Servicer,
Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest advances
in respect of such mortgage loan pursuant to any related Other Pooling and Servicing Agreement.


 


“Mills Fleet
Farm Whole Loan”: The Mills Fleet Farm Companion Loans, together with the Mills Fleet Farm Mortgage Loan. References
herein to the Mills Fleet Farm Whole Loan shall be construed to refer to the aggregate indebtedness under the Mills Fleet Farm
Mortgage Loan and the Mills Fleet Farm Companion Loans.


 


“Modification
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, any and
all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends, amends
or waives any term of the related Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special
Servicer (other than all Assumption Fees, consent fees, assumption application fees, defeasance fees and fees similar to the foregoing).
For the avoidance of doubt, Special Servicing Fees, Workout Fees and Liquidation Fees due to the Special Servicer in connection
with a modification, restructure, extension, waiver or amendment shall not be considered Modification Fees. For each modification,
restructure, extension, waiver or amendment in connection with working out of a Specially Serviced Loan, the Modification Fees
collected from the related Borrower shall be subject to a cap of 1.0% of the outstanding principal balance of such Mortgage Loan
or Serviced Companion Loan on the closing date of the related modification, restructure, extension, waiver or amendment (prior
to giving effect to such modification, restructure, extension, waiver or amendment); provided that no aggregate cap shall
exist in connection with the amount of Modification Fees which may be collected from the related Borrower with respect to any Specially
Serviced Loan or REO Loan.


 


“Modified Mortgage
Loan”: Any Specially Serviced Loan which has been modified by the Special Servicer pursuant to Section 3.26 of
this Agreement in a manner that:


 


(a)          reduces
or delays the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current
Periodic Payments with respect to such Mortgage Loan or Serviced Companion Loan), including any reduction in the Periodic Payment;


 



    -88-


     

    

 


(b)          except
as expressly contemplated by the related Mortgage, results in a release of the lien of the Mortgage on any material portion of
the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as
is), as determined by an Appraisal delivered to the Special Servicer (at the expense of the related Borrower and upon which the
Special Servicer may conclusively rely), of the property to be released; or


 


(c)          in
the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the value of the security for such Mortgage
Loan or Serviced Companion Loan or reduces the likelihood of timely payment of amounts due thereon.


 


“Moody’s”:
Moody’s Investors Service, Inc., or its successor in interest. If neither such rating agency nor any successor remains in
existence, “Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or
other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the other parties
hereto, and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party
so designated.


 


“Morningstar”:
Morningstar Credit Ratings, LLC, or any successor in interest. If neither such rating agency nor any successor remains in existence,
“Morningstar” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the other parties hereto, and specific
ratings of Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing a Mortgage Note.


 


“Mortgage File”:
With respect to any Mortgage Loan or Serviced Companion Loan, collectively, the mortgage documents listed in Section 2.01(a)(i)
through Section 2.01(a)(xxi) of this Agreement pertaining to such particular Mortgage Loan or Serviced Companion Loan and
any additional documents required to be added to such Mortgage File pursuant to the express provisions of this Agreement; provided
that whenever the term “Mortgage File” is used to refer to documents actually received by the Depositor, Trustee, or
Custodian, such term shall not be deemed to include such documents and instruments required to be included therein unless they
are actually so received.


 


“Mortgage Loan”:
Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 of this Agreement and from time
to time held in the Trust Fund. The Mortgage Loans originally so transferred, assigned and held are identified on the Mortgage
Loan Schedule as of the Closing Date. Such term shall include any REO Loan, Specially Serviced Loan or any Mortgage Loan that has
been defeased in whole or in part. Such term shall not include Serviced Companion Loans or Non-Serviced Companion Loans but shall
include Non-Serviced Mortgage Loans.


 


“Mortgage Loan
Purchase Agreements”: Each of the GACC Purchase Agreement and the CGMRC Purchase Agreement.


 



    -89-


     

    

 


“Mortgage Loan
Schedule”: The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached as Exhibit
B to this Agreement, which list shall set forth the following information with respect to each Mortgage Loan:


 


(a)          the
Loan Number;


 


(b)          the
Mortgage Loan name;


 


(c)          the
street address (including city, state and zip code) of the related Mortgaged Property;


 


(d)          the
Mortgage Rate in effect as of the Cut-off Date;


 


(e)          the
original principal balance;


 


(f)           the
Stated Principal Balance as of the Cut-off Date;


 


(g)          the
Maturity Date or Anticipated Repayment Date for each Mortgage Loan;


 


(h)          the
Due Date;


 


(i)           the
amount of the Periodic Payment due on the first Due Date following the Cut-off Date;


 


(j)           the
Servicing Fee Rate;


 


(k)          whether
the Mortgage Loan is an Actual/360 Loan;


 


(l)           whether
any letter of credit is held by the lender as a beneficiary or is assigned as security for such Mortgage Loan;


 


(m)         the
Revised Rate of such Mortgage Loan, if any;


 


(n)          whether
the Mortgage Loan is part of a Whole Loan;


 


(o)          whether
the Mortgage Loan is secured in any part by a leasehold interest; and


 


(p)          whether
the Mortgage Loan has any related mezzanine debt or other subordinate debt.


 


Such list may be in the form of more than
one list, collectively setting forth all of the information required. A comparable list shall be prepared with respect to each
Serviced Companion Loan.


 


“Mortgage Loan
Seller Sub-Servicer”: A Servicing Function Participant or Sub-Servicer required to be retained by the Master Servicer
by a Mortgage Loan Seller, as listed on Exhibit X to this Agreement, or any successor thereto.


 



    -90-


     

    

 


“Mortgage Loan
Sellers”: Each of GACC and CGMRC.


 


“Mortgage Note”:
With respect to any Mortgage Loan or Serviced Companion Loan as of any date of determination, the note or other evidence of indebtedness
and/or agreements evidencing the indebtedness of a Borrower under such Mortgage Loan or Serviced Companion Loan including any amendments
or modifications, or any renewal or substitution notes, as of such date.


 


“Mortgage Pool”:
All of the Mortgage Loans and any successor REO Loans, collectively. The Mortgage Pool does not include the Companion Loans or
any related REO Loans.


 


“Mortgaged Property”:
The underlying property securing a Mortgage Loan including any REO Property, consisting of a fee simple estate, and, with respect
to certain Mortgage Loans, a leasehold estate or both a leasehold estate and a fee simple estate, or a leasehold estate in a portion
of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial or multifamily property,
together with any personal property, fixtures, leases and other property or rights pertaining thereto.


 


“Mortgage Rate”:
With respect to each Mortgage Loan or any related Companion Loan, as applicable, and any Interest Accrual Period, the per annum
rate at which interest accrues on such Mortgage Loan or Serviced Companion Loan, as applicable, during such period (in the
absence of a default), as set forth in the related Mortgage Note from time to time, without giving effect to any Default Rate or
any Revised Rate.


 


“Net Condemnation
Proceeds”: Condemnation Proceeds, to the extent such proceeds are not to be applied to the restoration, preservation
or repair of the related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Loan
Documents or other documents included in the Mortgage File or in accordance with the Servicing Standard.


 


“Net Default
Interest”: With respect to any Distribution Date, an amount equal to the sum of (i) the amount of the aggregate collected
Default Interest allocable to the Mortgage Loans received during the preceding Collection Period, minus (ii) any portions thereof
withdrawn from (A) the Collection Account pursuant to Section 3.06(a)(ix) of this Agreement for Advance Interest Amounts
and unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Liquidation Fees and Workout Fees) incurred
on the related Mortgage Loan during or prior to such Collection Period and (B) each Serviced Whole Loan Collection Account pursuant
to Section 3.06(b)(ix) for Advance Interest Amounts and unreimbursed Additional Trust Fund Expenses incurred on the related
Serviced Whole Loan during or prior to such Collection Period.


 


“Net Insurance
Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Borrower in accordance with the express requirements of the Loan Documents or other documents included
in the Mortgage File or in accordance with prudent and customary servicing practices.


 



    -91-


     

    

 


“Net Liquidation
Proceeds”: The Liquidation Proceeds received with respect to any Mortgage Loan or Serviced Whole Loan net of the amount
of (i) Liquidation Expenses incurred with respect thereto and (ii) with respect to proceeds received in connection with the taking
of a Mortgaged Property (or portion thereof) by the power of eminent domain in condemnation, amounts required to be applied to
the restoration or repair of the related Mortgaged Property.


 


“Net Mortgage
Rate”: With respect to any Mortgage Loan and any Distribution Date, the per annum rate equal to the Mortgage Rate
for such Mortgage Loan for the related Interest Accrual Period (without regard to any increase in the interest of any ARD Loan
after the related Anticipated Repayment Date), minus, for any such Mortgage Loan, the aggregate of the applicable Servicing Fee
Rate, Certificate Administrator/Trustee Fee Rate, Operating Advisor Fee Rate, CREFC® Intellectual Property Royalty
License Fee Rate, the fee rate paid to the Sub-Servicer, if any, with respect to any Non-Serviced Mortgage Loan and the related
Non-Serviced Mortgage Loan Primary Servicing Fee Rate. The “Net Mortgage Rate” for purposes of calculating Pass-Through
Rates and Withheld Amounts shall be the Net Mortgage Rate of such Mortgage Loan without taking into account any modification, waiver
or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer or the Special Servicer or resulting
from a bankruptcy, insolvency or similar proceeding involving the related Borrower. The Net Mortgage Rate shall not be reduced
by any Operating Advisor Fee Rate following the Operating Advisor’s resignation pursuant to Section 6.04(e) or the
termination of the Operating Advisor pursuant to Section 7.07(e).


 


Notwithstanding the foregoing,
if any such Mortgage Loan does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely
for purposes of calculating the Pass-Through Rate on the Regular Certificates, the Net Mortgage Rate of such Mortgage Loan for
any Interest Accrual Period will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan
or Serviced Companion Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate
amount of interest actually accrued in respect of such Mortgage Loan at the related Net Mortgage Rate during such Interest Accrual
Period; provided, however, that with respect to each such Mortgage Loan, the Net Mortgage Rate for the one-month period
(i) prior to the Due Dates in (a) January and February in each year that is not a leap year or (b) February only in each year that
is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) shall be determined net of
any Withheld Amounts from that month and (ii) preceding the Due Date in March (or February if the related Distribution Date is
the final Distribution Date) (commencing in 2017), shall be determined inclusive of the Withheld Amounts, if applicable, from the
immediately preceding February, and, if applicable, January.


 


“Net Prepayment
Interest Excess”: The excess amount, if any, that the aggregate of all Prepayment Interest Excess for all Mortgage Loans
(other than the Non-Serviced Mortgage Loans) or Serviced Companion Loans that the Master Servicer is servicing exceeds the aggregate
of all Compensating Interest Payments for such Mortgage Loans (other than the Non-Serviced Mortgage Loans) or Serviced Companion
Loans as of any related Distribution Date.


 


“Net Prepayment
Interest Shortfall”: With respect to the Mortgage Loans or Serviced Companion Loans that the Master Servicer is servicing,
the aggregate Prepayment


 



    -92-


     

    

 


Interest Shortfalls in excess of the Compensating Interest Payments on such Mortgage Loan or Serviced
Companion Loan.


 


“Net REO Proceeds”:
With respect to each Serviced REO Property, REO Proceeds with respect to such REO Property net of any insurance premiums, taxes,
assessments and other costs and expenses permitted to be paid therefrom pursuant to Section 3.15(b) of this Agreement.


 


“New Lease”:
Any lease of a Serviced REO Property entered into on behalf of the Lower-Tier REMIC if such Trust REMIC has the right to renegotiate
the terms of such lease, including any lease renewed or extended on behalf of such REMIC.


 


“NMWHFIT”:
A “Non-Mortgage Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(12)
or successor provisions.


 


“Non-Directing
Holder”: With respect to any Companion Loan, the “Non-Directing Holder”, “Non-Controlling Note Holder”
or any analogous concept under the related Intercreditor Agreement.


 


“Non-Reduced
Regular Interests”: As of any date of determination, any Regular Interest (other than the Class X Regular Interests)
then outstanding for which (a)(1) the initial Certificate Balance of such Regular Interest minus (2) the sum (without duplication)
of (x) the aggregate payments of principal (whether as principal prepayments or otherwise) distributed to such Regular Interest
as of such date of determination, (y) any Appraisal Reduction Amounts allocated to such Regular Interest as of such date of determination
and (z) any Realized Losses previously allocated to such Regular Interest as of such date of determination, is equal to or greater
than (b) 25% of the remainder of (i) the initial Certificate Balance of such Regular Interest less (ii) any payments of principal
(whether as principal prepayments or otherwise) previously distributed to such Regular Interest as of such date of determination.


 


“Non-Serviced
Companion Loan”: With respect to any Non-Serviced Whole Loan, any related mortgage loan not included in the Trust that
is serviced under another agreement and that is generally (a) payable on a pari passu basis with the related Mortgage Loan
included in the Trust to the extent set forth in the related Intercreditor Agreement or (b) subordinated in right of payment to
the related Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. The Prudential
Plaza Companion Loans, the 10 Hudson Yards Companion Loans, the 80 Park Plaza Companion Loans, the 667 Madison Avenue Companion
Loans, the Starbucks Center Companion Loans, the Mills Fleet Farm Companion Loans, the Marriott Hilton Head Resort & Spa Companion
Loans and, on and after the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, the FedEx Ground Portfolio Companion
Loans are the only Non-Serviced Companion Loans related to the Trust.


 


“Non-Serviced
Mortgage Loan”: With respect to any Non-Serviced Whole Loan, a Mortgage Loan included in the Trust but serviced under
another agreement. The Prudential Plaza Mortgage Loan, the 10 Hudson Yards Mortgage Loan, the 80 Park Plaza Mortgage Loan, the
667 Madison Avenue Mortgage Loan, the Starbucks Center Mortgage Loan, the Mills Fleet Farm Mortgage Loan, the Marriott Hilton Head
Resort & Spa Mortgage Loan and, on and after


 



    -93-


     

    

 


the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, the FedEx
Ground Portfolio Mortgage Loan are the only Non-Serviced Mortgage Loans related to the Trust.


 


“Non-Serviced
Mortgage Loan Primary Servicing Fee Rate”: The “primary servicing fee rate” or “pari passu primary
servicing rate” (each as defined or set forth in the applicable Other Pooling and Servicing Agreement) and any other servicing
fee rate (other than those payable to the applicable Other Special Servicer) applicable to any Non-Serviced Mortgage Loan. The
Non-Serviced Mortgage Loan Primary Servicing Fee Rate for (A) the FedEx Ground Portfolio Mortgage Loan from and after the FedEx
Ground Portfolio Pari Passu Note A-1 Securitization Date will be 0.00250%, (B) the Prudential Plaza Mortgage Loan will be 0.00250%,
(C) the 10 Hudson Yards Mortgage Loan will be 0.00125%, (D) the 80 Park Plaza Mortgage Loan will be 0.00250%, (E) the 667 Madison
Avenue Mortgage Loan will be 0.00125%, (F) the Starbucks Center Mortgage Loan will be 0.00250%, (G) the Mills Fleet Farm Mortgage
Loan will be 0.02250% and (H) the Marriott Hilton Head Resort & Spa Mortgage Loan will be 0.00250%.


 


“Non-Serviced
Mortgage Loan Service Providers”: With respect to (A) the Prudential Plaza Whole Loan, the Prudential Plaza Service Providers,
(B) the 10 Hudson Yards Whole Loan, the 10 Hudson Yards Service Providers, (C) the 80 Park Plaza Whole Loan, the 80 Park Plaza
Service Providers, (D) the 667 Madison Avenue Whole Loan, the 667 Madison Avenue Service Providers, (E) the Starbucks Center Whole
Loan, the Starbucks Center Service Providers, (F) the Mills Fleet Farm Whole Loan, the Mills Fleet Farm Service Providers, (G)
the Marriott Hilton Head Resort & Spa Whole Loan, the Marriott Hilton Head Resort & Spa Service Providers and (H) the FedEx
Ground Portfolio Whole Loan, on and after the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, the FedEx Ground
Portfolio Service Providers.


 


“Non-Serviced
Whole Loan Custodian”: With respect to any Non-Serviced Mortgage Loan, the applicable other “custodian” under
the Other Pooling and Servicing Agreement that governs the servicing and administration of the related Non-Serviced Whole Loan.


 


“Non-Serviced
Whole Loans”: Any mortgage loan that is not serviced under this Agreement that is divided into two or more notes, which
includes a Mortgage Loan included in the Trust but serviced under another agreement and one or more mortgage notes not included
in the Trust and serviced under another agreement. References herein to a Non-Serviced Whole Loan shall be construed to refer to
the aggregate indebtedness under the related notes. The Prudential Plaza Whole Loan, the 10 Hudson Yards Whole Loan, the 80 Park
Plaza Whole Loan, the 667 Madison Avenue Whole Loan, the Starbucks Center Whole Loan, the Mills Fleet Farm Whole Loan, the Marriott
Hilton Head Resort & Spa Whole Loan and, on and after the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, the
FedEx Ground Portfolio Whole Loan are the only Non-Serviced Whole Loans related to the Trust.


 


“Non-U.S. Person”:
A person that is not a U.S. Person.


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance, Nonrecoverable Servicing Advance or Nonrecoverable Workout-Delayed Reimbursement
Amounts.


 



    -94-


     

    

 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Loan
which the Master Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Sections 4.07(c),
or the Trustee, in its good faith business judgment, as applicable, determines would not be ultimately recoverable, together with
any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and
other collections on or in respect of the related Mortgage Loan or REO Loan, which shall be evidenced by an Officer’s Certificate
as provided by Section 4.07(c) of this Agreement.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any Serviced REO Property that the Master Servicer, the Special
Servicer, in each case in accordance with the Servicing Standard and Section 3.21(d) of this Agreement, or the Trustee,
in its good faith business judgment, as applicable, determines would not be ultimately recoverable, together with any accrued and
unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections
on or in respect of the related Mortgage Loan, Serviced Whole Loan or Serviced REO Loan, which shall be evidenced by an officer
certificate as provided by Section 3.21(d) of this Agreement. The determination as to the recoverability of any Servicing
Advance previously made or proposed to be made in respect of any Non-Serviced Whole Loan (or related REO Property) shall be made
by the applicable servicer under, and in accordance with the terms of, the related Other Pooling and Servicing Agreement. Any such
determination made by any such party shall be conclusive and binding on the Certificateholders and may, in all cases, be conclusively
relied upon by the Master Servicer, the Special Servicer and the Trustee, as applicable.


 


“Nonrecoverable
Workout-Delayed Reimbursement Amounts”: Any Workout-Delayed Reimbursement Amounts when the Person making such determination
in accordance with the procedures specified for Nonrecoverable Servicing Advances or Nonrecoverable P&I Advances, as applicable,
and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement
Amounts, would not ultimately be recoverable from late payments or any other recovery on or in respect of the related Mortgage
Loan, Serviced Whole Loan or REO Loans or (b) has determined that such Workout-Delayed Reimbursement Amounts would not ultimately
be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out of the principal portion
of future collections on all of the Mortgage Loans and REO Properties and from general principal collections in the Collection
Account.


 


“Notice of Termination”:
Any of the notices given to the Trustee, the Certificate Administrator and the Master Servicer by the Certificateholder owning
a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer pursuant to Section
9.01(c) of this Agreement.


 


“Notice to Refer”:
As defined in Section 2.03(k)(ii).


 


“Notional
Amount”: As of any date of determination, subject to the next sentence: (i) with respect to each Class of Class X
Regular Interests, the related Class X Notional Amount as of such date of determination and (ii) with respect to any Class of
Class X


 



    -95-


     

    

 


Certificates, the product of the Class X Notional Amount of the Corresponding Regular Interest and the Class
Percentage Interest in the Corresponding Regular Interest as of such date of determination. The initial and then current
Certificate Balance or Notional Amount, as applicable, of each Class of Certificates subject to exchange in accordance with Section
5.09 will be subject to re-designation as between the applicable Classes pursuant to Section 5.09.


 


“NRSRO”:
Any nationally recognized statistical ratings organization.


 


“NRSRO Certification”:
A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in the form attached hereto as
Exhibit Z or (b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation
on the 17g-5 Information Provider’s Website, in either case in favor of the 17g-5 Information Provider that states that such
NRSRO is a Rating Agency under this Agreement, or that such NRSRO has been engaged to rate any securities backed, in whole or in
part, by a Serviced Pari Passu Companion Loan, or that such NRSRO has provided the Depositor with the appropriate certifications
pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act, such NRSRO has access to the Depositor’s 17g-5 website and such
NRSRO will keep such information confidential, except to the extent such information has been made available to the general public.


 


“Officer’s
Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice
President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Trust Officer or other officer of the Master Servicer, Special Servicer, Additional Servicer, Operating Advisor or Asset Representations
Reviewer customarily performing functions similar to those performed by any of the above designated officers, any Servicing Officer
and also with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject, or an authorized officer of the Depositor, and delivered to the Depositor,
the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as the case may be.


 


“Offsetting
Modification Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
or Serviced REO Loan and with respect to any Workout Fee or Liquidation Fee payable by the Trust, any and all Modification Fees
collected by the Special Servicer as additional servicing compensation, but only to the extent that (1) such Modification Fees
were earned and collected by the Special Servicer (A) in connection with the workout or liquidation (including partial liquidation)
of a Specially Serviced Loan or Serviced REO Loan as to which the subject Workout Fee or Liquidation Fee became payable or (B)
in connection with any workout of a Specially Serviced Loan that closed within the prior 18 months (determined as of the closing
day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (2) such Modification
Fees were earned in connection with a modification, restructure, extension, waiver or amendment of such Mortgage Loan, Serviced
Whole Loan or Serviced REO Loan at a time when such Mortgage Loan, Serviced Whole Loan or Serviced REO Loan was a Specially Serviced
Loan.


 


“Operating Advisor”:
Park Bridge Lender Services LLC, a New York limited liability company, or its successor in interest, or any successor Operating
Advisor appointed as herein provided.


 



    -96-


     

    

 


“Operating Advisor
Annual Report”: As defined in Section 3.31(d)(v) of this Agreement.


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting rights equal to $10,000
with respect to any Mortgage Loan or such lesser amount as the related Borrower agrees to pay, payable pursuant to Section 3.06
of this Agreement; provided, no such fee shall be payable unless paid by the related Borrower. The Operating Advisor may
in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision. The Master Servicer or Special
Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Borrower
if it determines that such full or partial waiver is in accordance with the Servicing Standard; provided, that the Master
Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior to any such waiver or reduction.
No Operating Advisor Consulting Fee shall be payable with respect to any Subordinate Companion Loan, any Non-Serviced Whole Loan
or any Servicing Shift Whole Loan.


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan and the Servicing Shift Mortgage
Loan) and any Distribution Date, an amount per Interest Accrual Period equal to the product of (i) the applicable Operating Advisor
Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection
Period (without giving effect to payments of principal on such Mortgage Loan on such Due Date). Such fee shall be in addition to,
and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. The Operating Advisor Fee
shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt,
the Operating Advisor Fee shall be payable from the Lower-Tier REMIC. For the avoidance of doubt, no Operating Advisor Fee shall
accrue on the principal balance of, or be payable with respect to, any Subordinate Companion Loan, Serviced Pari Passu Companion
Loan, any Non-Serviced Whole Loan or any Servicing Shift Mortgage Loan. No Operating Advisor Fee shall accrue following the Operating
Advisor’s resignation pursuant to Section 6.04(e) or the termination of the Operating Advisor pursuant to Section
7.07(e).


 


“Operating Advisor
Fee Rate”: For each Interest Accrual Period, a per annum rate equal to (a) 0.0029% with respect to all Mortgage
Loans (except the Non-Serviced Mortgage Loans, the Servicing Shift Mortgage Loan, the 8 Times Square & 1460 Broadway Mortgage
Loan, the 229 West 43rd Street Retail Condo Mortgage Loan, the 60 Madison Avenue Mortgage Loan and the Birch Run Premium Outlets
Mortgage Loan), (b) 0.0049% with respect to the 8 Times Square & 1460 Broadway Mortgage Loan, (c) 0.0056% with respect to the
229 West 43rd Street Retail Condo Mortgage Loan, (d) 0.0065% with respect to the 60 Madison Avenue Mortgage Loan and (e) 0.0073%
with respect to the Birch Run Premium Outlets Mortgage Loan. At any time there is no Operating Advisor, the Operating Advisor Fee
Rate shall be 0%.


 


“Operating Advisor
Standard”: As defined in Section 3.31(b) of this Agreement.


 


“Operating Advisor
Surveillance Personnel”: The divisions and individuals of the Operating Advisor who are involved in the performance of
the duties of the Operating Advisor under this Agreement.


 



    -97-


     

    

 


“Operating Advisor
Termination Event”: As defined in Section 7.07(a) of this Agreement.


 


“Opinion of
Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Special Servicer
or the Master Servicer, as the case may be, acceptable to the Certificate Administrator and the Trustee, except that any opinion
of counsel relating to (a) qualification of any Trust REMIC as a REMIC or the imposition of tax under the REMIC Provisions on any
income or property of any Trust REMIC, (b) compliance with the REMIC Provisions (including application of the definition of “Independent
Contractor”), (c) qualification of the Grantor Trust as a grantor trust or (d) a resignation of the Master Servicer or
the Special Servicer pursuant to Section 6.04(b) of this Agreement, must be an opinion of counsel who is Independent of
the Depositor, the Master Servicer and the Special Servicer.


 


“Originator”:
Any of (i) the Mortgage Loan Sellers and (ii) with respect to any Mortgage Loan acquired by a Mortgage Loan Seller, the originator
of such Mortgage Loan.


 


“Other 17g-5
Information Provider”: The applicable other “17g-5 information provider” under an Other Pooling and Servicing
Agreement relating to a Serviced Companion Loan. The Depositor shall inform the other parties hereto of the name and contact information
for any Other 17g-5 Information Provider existing as of the Closing Date. The name and contact information of any such Other 17g-5
Information Provider as of the Closing Date is set forth on Schedule VIII hereto. Each party hereto shall be entitled to conclusively
rely upon the information set forth on Schedule VIII until such party receives notice of any change thereto.


 


“Other Asset
Representations Reviewer”: The applicable other “asset representations reviewer” under an Other Pooling and
Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


 


“Other Depositor”:
The applicable other “depositor” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan
or a Non-Serviced Companion Loan, as applicable.


 


“Other Indemnified
Parties”: As defined in Section 1.04 of this Agreement.


 


“Other Operating
Advisor”: The applicable other “operating advisor” or “trust advisor” under an Other Pooling
and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


 


“Other Pooling
and Servicing Agreement”: A pooling and servicing agreement or other applicable servicing agreement relating to a Serviced
Companion Loan or a Non-Serviced Whole Loan, as applicable. The Other Pooling and Servicing Agreements related to the Trust as
of the Closing Date are (i) with respect to the Prudential Plaza Whole Loan, the Prudential Plaza Pooling and Servicing Agreement,
(ii) with respect to the 10 Hudson Yards Whole Loan, the 10 Hudson Yards Trust and Servicing Agreement, (iii) with respect to the
80 Park Plaza Whole Loan, the 80 Park Plaza Pooling and Servicing Agreement, (iv) with respect to the 667 Madison Avenue Whole
Loan, the 667 Madison Avenue Trust and Servicing Agreement, (v) with respect to the Starbucks Center Whole Loan, the Starbucks
Center Pooling and Servicing Agreement,


 



    -98-


     

    

 


(vi) with respect to the Mills Fleet Farm Whole Loan, the Mills Fleet Farm Pooling and
Servicing Agreement, (vii) with respect to the Marriott Hilton Head Resort & Spa Whole Loan, the Marriott Hilton Head Resort
& Spa Pooling and Servicing Agreement and (viii) with respect to the FedEx Ground Portfolio Whole Loan, on and after the FedEx
Ground Portfolio Pari Passu Note A-1 Securitization Date, the FedEx Ground Portfolio Pooling and Servicing Agreement.


 


“Other Securitization”:
Any commercial mortgage securitization trust that holds a Serviced Companion Loan or Non-Serviced Companion Loan or any successor
REO Loan with respect thereto. The initial Other Securitizations related to the Trust as of the Closing Date are (i) with respect
to the Prudential Plaza Companion Loan evidenced by Prudential Plaza Pari Passu Note A-1, the COMM 2015-CCRE26 Mortgage Trust securitization,
(ii) with respect to the Prudential Plaza Companion Loan evidenced by Prudential Plaza Pari Passu Note A-2-1, the CD 2016-CD1 Mortgage
Trust securitization, (iii) with respect to the Prudential Plaza Companion Loan evidenced by Prudential Plaza Pari Passu Note A-3-1,
the COMM 2016-COR1 Mortgage Trust securitization, (iv) with respect to the 10 Hudson Yards Companion Loans evidenced by promissory
notes A-1-S and A-2-S and subordinate promissory notes B-1 and B-2, the Hudson Yards 2016-10HY Mortgage Trust securitization, (v)
with respect to the 10 Hudson Yards Companion Loan evidenced by promissory note A-1-C1, the CD 2016-CD1 Mortgage Trust securitization,
(vi) with respect to the 10 Hudson Yards Companion Loans evidenced by promissory notes A-1-C3, A-1-C4 and A-1-C5, the JPMDB 2016-C4
Mortgage Trust securitization, (vii) with respect to the 10 Hudson Yards Companion Loans evidenced by promissory notes A-2-C1,
A-2-C2 and A-2-C3, the GSMS 2016-GS3 Mortgage Trust securitization, (viii) with respect to the 80 Park Plaza Companion Loans evidenced
by promissory notes A-1 and A-2, the securitization involving the creation of the Citigroup Commercial Mortgage Trust 2016-C3,
(ix) with respect to the 667 Madison Avenue Companion Loans, the COMM 2016-667M Mortgage Trust securitization, (x) with respect
to the Starbucks Center Companion Loan evidenced by promissory note A-1, the COMM 2016-COR1 Mortgage Trust securitization, (xi)
with respect to the Starbucks Center Companion Loan evidenced by promissory note A-2, the JPMDB 2016-C4 Mortgage Trust securitization,
(xii) with respect to the Mills Fleet Farm Pari Passu Note A-1, the CFCRE 2016-C6 Mortgage Trust securitization, (xiii) with respect
to the Mills Fleet Farm Pari Passu Note A-2, the CGCMT 2016-C3 Mortgage Trust securitization, (xiv) with respect to the Marriott
Hilton Head Resort & Spa Companion Loan evidenced by promissory note A-1, the securitization involving the creation of the
Wells Fargo Commercial Mortgage Trust 2016-LC25, (xv) with respect to the Marriott Hilton Head Resort & Spa Companion Loans
evidenced by promissory notes A-2B and A-4, the securitization involving the creation of the Citigroup Commercial Mortgage Trust
2016-C3, (xvi) with respect to the 60 Madison Avenue Serviced Companion Loan, the JPMDB 2016-C4 Mortgage Trust securitization,
(xvii) with respect to the Birch Run Premium Outlets Pari Passu Note A-1-A, the COMM 2016-DC2 Mortgage Trust securitization, (xviii)
with respect to the Birch Run Premium Outlets Pari Passu Note A-2-A and the Birch Run Premium Outlets Pari Passu Note A-4, the
CD 2016-CD1 Mortgage Trust securitization and (xix) with respect to the Birch Run Premium Outlets Pari Passu Note A-1-B1, the COMM
2016-COR1 Mortgage Trust securitization. On and after the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, the related
securitization shall also be an Other Securitization. In addition, with respect to each Companion Loan that is included in a future
securitization, such future securitization shall also be an Other Securitization.


 



    -99-


     

    

 


“Other Servicer”:
The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion
Loan or a Non-Serviced Companion Loan, as applicable.


 


“Other Special
Servicer”: The applicable other “special servicer” under an Other Pooling and Servicing Agreement relating
to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


 


“Other Trustee”:
The applicable other “trustee” or, if applicable, the other “certificate administrator” or, if applicable,
the other “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced
Companion Loan, as applicable.


 


“Ownership Interest”:
Any record or beneficial interest in a Class R Certificate.


 


“P&I Advance”:
As to any Mortgage Loan, any advance made by the Master Servicer or the Trustee pursuant to Section 4.07 of this Agreement.
Each reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred
to and without duplication, payment or reimbursement of interest thereon at the Reimbursement Rate. Neither the Master Servicer
nor the Trustee will be required to make P&I Advances with respect to any delinquent payment amounts due on any Companion Loan.


 


“P&I Advance
Determination Date”: With respect to any Distribution Date, the second Business Day prior to such Distribution Date.


 


“Pass-Through
Rate”: With respect to each Class of Regular Certificates or Regular Interest set forth below, the following rates:


 


	
        Class

        
	 	
        Pass-Through Rate 

	Class A-1	 	Class A-1 Pass-Through Rate
	Class A-1 Regular Interest	 	Class A-1 Pass-Through Rate
	Class A-2	 	Class A-2 Pass-Through Rate
	Class A-2 Regular Interest	 	Class A-2 Pass-Through Rate
	Class A-SB	 	Class A-SB Pass-Through Rate
	Class A-SB Regular Interest	 	Class A-SB Pass-Through Rate
	Class A-3	 	Class A-3 Pass-Through Rate
	Class A-3 Regular Interest	 	Class A-3 Pass-Through Rate
	Class A-4	 	Class A-4 Pass-Through Rate
	Class A-4 Regular Interest	 	Class A-4 Pass-Through Rate
	Class X-A	 	Class X-A Pass-Through Rate
	Class X-A Regular Interest	 	Class X-A Pass-Through Rate
	Class X-A	 	Class X-A Pass-Through Rate



 



    -100-


     

    

 


	Class	 	Pass-Through Rate 
	Class X-B Regular Interest	 	Class X-B Pass-Through Rate
	Class X-B	 	Class X-B Pass-Through Rate
	Class X-D	 	Class X-D Pass-Through Rate
	Class X-D Regular Interest	 	Class X-D Pass-Through Rate
	Class X-E	 	Class X-E Pass-Through Rate
	Class X-E Regular Interest	 	Class X-E Pass-Through Rate
	Class X-F	 	Class X-F Pass-Through Rate
	Class X-F Regular Interest	 	Class X-F Pass-Through Rate
	Class X-G	 	Class X-G Pass-Through Rate
	Class X-G Regular Interest	 	Class X-G Pass-Through Rate
	Class A-M	 	Class A-M Pass-Through Rate
	Class A-M Regular Interest	 	Class A-M Pass-Through Rate
	Class B	 	Class B Pass-Through Rate
	Class B Regular Interest	 	Class B Pass-Through Rate
	Class C	 	Class C Pass-Through Rate
	Class C Regular Interest	 	Class C Pass-Through Rate
	Class D	 	Class D Pass-Through Rate
	Class D Regular Interest	 	Class D Pass-Through Rate
	Class E Regular Interest	 	Class E Pass-Through Rate
	Class E	 	Class E Pass-Through Rate
	Class F	 	Class F Pass-Through Rate
	Class F Regular Interest	 	Class F Pass-Through Rate
	Class G	 	Class G Pass-Through Rate
	Class G Regular Interest	 	Class G Pass-Through Rate


 


The Class V Certificates
will not have a Pass-Through Rate, but (i) the Class V1-A Certificates will be entitled to receive the Class V1-A Percentage Interest
of the sum of the interest distributable on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A and Class A-M
Regular Interests, (ii) the Class V1-B Certificates will be entitled to receive the Class V1-B Percentage Interest of the sum of
the interest distributable on the Class X-B and Class B Regular Interests, (iii) the Class V1-C Certificates will be entitled to
receive the Class V1-C Percentage Interest of the sum of the interest distributable on the Class C Regular Interest, (iv) the Class
V1-D Certificates will be entitled to receive the Class V1-D


 



    -101-


     

    

 


Percentage Interest of the sum of the interest distributable on the
Class X-D and Class D Regular Interests, (v) the Class V1-E Certificates will be entitled to receive the Class V1-E Percentage
Interest of the sum of the interest distributable on the Class X-E, Class X-F, Class X-G, Class E, Class F and Class G Regular
Interests, and (vi) the Class V2 Certificates will be entitled to receive the Class V2 Percentage Interest of the sum of the interest
distributable on the Regular Interests. With respect to each Class of Lower-Tier Regular Interests, the WAC Rate.


 


“Paying Agent”:
The paying agent appointed pursuant to Section 5.04 of this Agreement.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Penalty Charges”:
With respect to any Mortgage Loan or Serviced Companion Loan (or successor REO Loan), any amounts collected thereon from the Borrower
that represent default charges, penalty charges, late fees and/or Default Interest, and excluding any Yield Maintenance Charge
and any Excess Interest.


 


“Percentage
Interest”: As to any Certificate (except the Class R and Class S Certificates), the percentage interest evidenced thereby
in distributions required to be made with respect to the related Class. With respect to any Certificate (except the Class R and
Class S Certificates), the percentage interest is equal to the initial denomination of such Certificate divided by the initial
Certificate Balance or Notional Amount, as applicable, of such Class of Certificates. With respect to the Class R and Class S Certificates,
the percentage interest is set forth on the face thereof.


 


“Performance
Certification”: As defined in Section 10.08 of this Agreement.


 


“Performing
Loan”: A Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced Loan or REO Loan.


 


“Performing
Party”: As defined in Section 10.14 of this Agreement.


 


“Periodic Payment”:
With respect to any Mortgage Loan or Serviced Companion Loan (other than any REO Loan) and any Due Date, the scheduled monthly
payment of principal, if any, and interest at the Mortgage Rate, excluding any Balloon Payment (but not excluding any constant
Periodic Payment due on a Balloon Loan), which is payable by the related Borrower on such Due Date under the related Mortgage Note.
The Periodic Payment with respect to an REO Loan is the monthly payment that would otherwise have been payable on the related Due
Date had the related Mortgage Note not been discharged, determined as set forth in the preceding sentence and on the assumption
that all other amounts, if any, due thereunder are paid when due.


 


“Permitted Investments”:
Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business
Day preceding the date upon which such funds are required to be drawn, regardless of whether issued by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates and having at
all times the required ratings, if any,


 



    -102-


     

    

 


provided for in this definition, unless each Rating Agency shall have provided a Rating
Agency Confirmation relating to the Certificates and Serviced Companion Loan Securities:


 


(A)        direct
obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency
or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United States;


 


(B)         repurchase
agreements on obligations specified in clause (A) of this definition, with a party agreeing to repurchase such obligations (1)
in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated at least “F1”
by Fitch and in the highest short term rating category by Moody’s, and the long term obligations of which are rated at least
“A” by Fitch and “A2” by Moody’s, (2) in the case of such investments with maturities of three months
or less, but more than 30 days, the short term obligations of which are rated at least “F1+” by Fitch and in the highest
short term rating category by Moody’s, or the long term obligations of which are rated at least “AA-” by Fitch
and “A2” by Moody’s, (3) in the case of such investments with maturities of six months or less, but more than
three months, the short term obligations of which are rated at least “F1+” by Fitch and in the highest short term
rating category by Moody’s and the long term obligations of which are rated at least “AA-” by Fitch and “Aa3”
by Moody’s, and (4) in the case of such investments with maturities of more than six months, the short term obligations
of which are rated at least “F1+” by Fitch and in the highest short term rating category by Moody’s and the
long term obligations of which are rated “AA-” by Fitch and “Aaa” by Moody’s (or such lower rating
as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Companion Loan Securities);


 


(C)         federal
funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any
bank or trust company organized under the laws of the United States or any state thereof, (1) in the case of such investments
with maturities of 30 days or less, the short term obligations of which are rated at least “F1” by Fitch and in the
highest short term rating category by Moody’s or the long term obligations of which are rated at least “A” by
Fitch and “A2” by Moody’s, (2) in the case of such investments with maturities of three months or less, but
more than 30 days, the short term obligations of which are rated at least “F1+” by Fitch and in the highest short
term rating category by Moody’s or the long term obligations of which are rated at least “AA-” by Fitch and
“A2” by Moody’s, (3) in the case of such investments with maturities of six months or less, but more than three
months, the short term obligations of which are rated at least “F1+” by Fitch and in the highest short term rating
category by Moody’s and the long term obligations of which are rated at least “AA-” by Fitch and “Aa3”
by Moody’s, and (4) in the case of such investments with maturities of more than six months, the short term obligations
of which are rated “F1+” by Fitch and in the highest short term rating category by Moody’s and the long term
obligations of which are rated “AA-” by Fitch and


 



    -103-


     

    

 


“Aaa” by Moody’s (or such lower rating as is the
subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Companion Loan Securities);


 


(D)        commercial
paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to
any withholding imposed by any non-United States jurisdiction) (a)(1) in the case of such investments with maturities of 30 days
or less, the short term obligations of which corporation are rated at least in the highest short-term debt rating category of
Moody’s and “F1” by Fitch, or the long term obligations of which corporation are rated at least “A2”
by Moody’s and “A” by Fitch, (2) in the case of such investments with maturities of three months or less, but
more than 30 days, the short term obligations of which are rated at least in the highest short-term debt rating category of Moody’s
and “F1+” by Fitch, or the long term obligations of which are rated at least “AA-” by Fitch (with a short-term
rating of “F1” by Fitch) and “A2” by Moody’s, (3)(A) in the case of such investments with maturities
of six months or less, but more than three months, the short term obligations of which are rated at least “P1” by
Moody’s, and the long term obligations of which corporation are rated at least “Aa3” by Moody’s, and (B)
in the case of such investments with maturities of six months or less, but more than three months, the short term obligations
of which are rated at least “F1+” by Fitch, or the long term obligations of which corporation are rated at least “AA-”
by Fitch (with a short-term rating of “F1” by Fitch), and (4)(A) in the case of such investments with maturities of
more than six months, the short term obligations of which are rated at least “P1” by Moody’s, and the long term
obligations of which are rated at least “Aaa” by Moody’s, and (B) in the case of such investments with maturities
of more than six months, the short term obligations of which are rated at least “F1+” by Fitch, or the long term obligations
of which are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch), and (b) such commercial
paper is rated in the highest short-term category by KBRA (if then rated by KBRA) (or, in the case of any such Rating Agency as
set forth in subclauses (a) – (b) above, such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);


 


(E)         (1)
units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset
value per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo
Advantage Heritage Money Market Fund) so long as any such fund is rated “Aaa-mf” by Moody’s and in the highest
short term unsecured debt ratings category by each of Fitch and KBRA (or, if not rated by KBRA, an equivalent rating (or higher)
by at least two (2) NRSROs (which may include any of the Rating Agencies) or otherwise acceptable to such Rating Agency, in any
such case, as confirmed in a Rating Agency Confirmation) relating to the Certificates and any Serviced Companion


 



    -104-


     

    

 


Loan Securities,
or (2) units of money market funds that (a) have substantially all of its assets invested continuously in the types of investments
referred to in clause (A) above, (b) has net assets of not less than $5,000,000,000, and (c) has a rating of “Aaa-mf”
by Moody’s and has the highest rating obtainable for money market funds from Fitch;


 


(F)         an
obligation or security that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause,
would be listed in clauses (B) – (E) above, and is the subject of a Rating Agency Confirmation relating to the Certificates
and any Serviced Companion Loan Securities from each Rating Agency for which the minimum rating(s) set forth in the applicable
clause is not satisfied with respect to such obligation or security; or


 


(G)        any
other obligation or security other than one listed in clauses (A) – (E) above, that is the subject of a Rating Agency
Confirmation relating to the Certificates and any Serviced Companion Loan Securities from each and every Rating Agency;


 


provided that
each investment described hereunder shall not (A) evidence either the right to receive (1) only interest with respect to such investment
or (2) a yield to maturity greater than 120% of the yield to maturity at par of the underlying obligations, (B) be purchased at
a price greater than par, (C) be sold prior to stated maturity if such sale would result in a loss of principal on the instrument
or a tax on “prohibited transactions” under Section 860F of the Code or (D) have an “r” highlighter or
other comparable qualifier attached to its rating; and provided, further, that each investment described hereunder
must have (X) a predetermined fixed amount of principal due at maturity (that cannot vary or change), (Y) an original maturity
of not more than 365 days and a remaining maturity of not more than thirty (30) days and (Z) except in the case of a Permitted
Investment described in clause (E) of this definition, a fixed interest rate or an interest rate that is tied to a single
interest rate index plus a single fixed spread and moves proportionately with that index; and provided, further,
that each investment described hereunder must be a “cash flow investment” (within the meaning of the REMIC Provisions).


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, customary title agent fees
and insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any
services performed by such party with respect to any Mortgage Loan, Serviced Whole Loan or REO Property, in each case, in accordance
with Article III of this Agreement.


 


“Permitted Transferee”:
With respect to a Class R Certificate, any Person or agent thereof that is a Qualified Institutional Buyer, other than (a) a Disqualified
Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided
at the expense of such Person or the Person requesting the Transfer) to the effect that the Transfer of an Ownership Interest in
any Class R Certificate to such Person will not cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding, (c) a Person that is a Disqualified Non-U.S. Person, (d) a Plan or any Person investing the assets of a Plan,
(e) an entity treated as a domestic partnership for U.S. federal income tax purposes, one or more of the direct or indirect beneficial
owners (other than through a U.S. corporation) of which is (or is permitted under the applicable partnership


 



    -105-


     

    

 


agreement to be) a
Disqualified Non-U.S. Person or (f) a U.S. Person with respect to whom income on the Class R Certificate is attributable to a fixed
base or foreign permanent establishment, within the meaning of an applicable income tax treaty, of such transferee or any other
U.S. Person.


 


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Plan”:
As defined in Section 5.02(k) of this Agreement.


 


“Platform-Level
Basis”: Only as used in connection with the Operating Advisor Annual Report, the term “platform-level basis”
refers to the Special Servicer’s performance of its duties as they relate to the resolution and/or liquidation of Specially
Serviced Mortgage Loans, taking into account the Special Servicer’s specific duties under this Agreement as well as the extent
to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating
Advisor of any annual compliance statement, assessment of compliance report, attestation report, Asset Status Report and other
information delivered to the Operating Advisor by the Special Servicer (other than any communications between the Controlling Class
Representative or any related Directing Holder, as applicable, and the Special Servicer that would be Privileged Information) pursuant
to the provisions of this Agreement.


 


“Preliminary
Dispute Resolution Election Notice”: As defined in Section 2.03(l)(i).


 


“Prepayment
Assumption”: The assumption that (i) each Mortgage Loan (other than an ARD Loan) does not prepay prior to its respective
Maturity Date and (ii) each ARD Loan prepays on its Anticipated Repayment Date.


 


“Prepayment
Interest Excess”: With respect to any Distribution Date, the aggregate amount, with respect to all Mortgage Loans or
Serviced Companion Loans serviced by the Master Servicer that were subject to Principal Prepayment in full or in part, or as to
which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or
Special Servicer for application to such Mortgage Loans or Serviced Companion Loans, in each case after the Due Date in the month
of such Distribution Date and on or prior to the related Determination Date, the amount of interest accrued at the Mortgage Rate
for such Mortgage Loans or Serviced Companion Loans on the amount of such Principal Prepayments, Insurance Proceeds, Liquidation
Proceeds and Condemnation Proceeds after the Due Date relating to such Collection Period and accruing in the manner set forth in
the related Loan Documents, to the extent such interest is collected by the Master Servicer or the Special Servicer (without regard
to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).


 


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Companion Loan serviced
by the Master Servicer that was subject to a Principal Prepayment in full or in part and which did not include a full month’s
interest, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable,


 



    -106-


     

    

 


were received by the
Master Servicer or Special Servicer for application to such Mortgage Loan or Serviced Companion Loan, in each case after the Determination
Date in the calendar month preceding such Distribution Date but prior to the Due Date in the related Collection Period, the amount
of interest that would have accrued at the Net Mortgage Rate for such Mortgage Loan or Serviced Companion Loan on the amount of
such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds during the period commencing on the
date as of which such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were
applied to the unpaid principal balance of the Mortgage Loan or Serviced Companion Loan and ending on (and including) the day immediately
preceding such Due Date (without regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).


 


“Prepayment
Premium”: Any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable on a Mortgage
Loan or Serviced Companion Loan by a Borrower as the result of a Principal Prepayment thereon, not otherwise due thereon, in respect
of principal or interest, which is intended to compensate the holder of the related Mortgage Note for prepayment.


 


“Pricing Date”:
November 18, 2016.


 


“Primary Servicing
Fee Rate”: With respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and any Servicing Shift Mortgage
Loan), the rate per annum set forth on Exhibit B to this Agreement. With respect to a Servicing Shift Mortgage Loan, prior
to the related Servicing Shift Securitization Date, the applicable rate per annum set forth on Exhibit B to this Agreement.
With respect to Non-Serviced Mortgage Loans, except as provided for on Exhibit B to this Agreement, no Primary Servicing
Fee Rate will be charged by the Master Servicer, but the Non-Serviced Mortgage Loan Primary Servicing Fee Rate is charged by the
applicable Other Servicer pursuant to the related Other Pooling and Servicing Agreement. For the avoidance of doubt, the Primary
Servicing Fee Rate includes any fee rate payable to a Mortgage Loan Seller Sub-Servicer.


 


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern
edition (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate
Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer
exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect
from time to time. The Certificate Administrator shall notify in writing the Master Servicer and the Special Servicer with regard
to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.


 


“Principal Distribution
Amount”: For any Distribution Date, an amount equal to the sum of the following amounts (without duplication):


 


(a)          the
Principal Shortfall for such Distribution Date;


 


(b)          the
Scheduled Principal Distribution Amount for such Distribution Date; and


 



    -107-


     

    

 


(c)          the
Unscheduled Principal Distribution Amount for such Distribution Date;


 


provided,
that the Principal Distribution Amount for any Distribution Date will be reduced, to not less than zero, by the amount of any reimbursements
of:


 


(A)         Nonrecoverable
Advances (including any servicing advance with respect to the Non-Serviced Mortgage Loan under the related Other Pooling and Servicing
Agreement reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement
Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Principal Distribution Amount for such Distribution Date; and


 


(B)          Workout
Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date;


 


provided
that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage
Loans are subsequently recovered on the related Mortgage Loan, such recovery will increase the Principal Distribution Amount for
the Distribution Date related to the period in which such recovery occurs.


 


The principal component
of the amounts set forth above shall be determined in accordance with Section 1.02 of this Agreement.


 


“Principal Prepayment”:
Any payment of principal made by a Borrower on a Mortgage Loan or Serviced Companion Loan which is received in advance of its scheduled
due date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any date
or dates in any month or months subsequent to the month of prepayment.


 


“Principal Shortfall”:
For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date
exceeds (ii) the aggregate amount actually distributed with respect to principal on the Certificates on such preceding Distribution
Date in respect of such Principal Distribution Amount.


 


“Private Certificate”:
Each of the Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-B, Class V1-D,
Class V1-E, Class V2 Class S and Class R Certificates.


 


“Private Global
Certificate”: Each of the Regulation S Global Certificates or Rule 144A Global Certificates with respect to the Private
Certificates if and so long as such class of Certificates is registered in the name of a nominee of the Depository.


 






    -108-


     

    


 


“Private Placement
Memorandum”: Means the Private Placement Memorandum, dated November 21, 2016, pursuant to which the Private Certificates
(other than the Class V1-B, Class V1-D, Class V1-E and Class V2 Certificates) will be offered for sale.


 


“Privileged
Information”: Any (i) correspondence or other communications between a Directing Holder or a Risk Retention Consultation
Party and the Special Servicer related to any Specially Serviced Loan (other than any applicable Excluded Mortgage Loan) or the
exercise of the consent or consultation rights of a Directing Holder or any Risk Retention Consultation Party’s consultation
rights under this Agreement or any related Intercreditor Agreement, (ii) strategically sensitive information that the Special Servicer
has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related
Borrower or other interested party, (iii) information subject to attorney-client privilege and (iv) any Asset Status Report or
Final Asset Status Report.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other
governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to
a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as evidenced by an opinion
of counsel (which will be an additional expense of the Trust) delivered to each of the Master Servicer, the Special Servicer, the
Directing Holder (other than with respect to any applicable Excluded Mortgage Loan) with respect to such Mortgage Loan, each Risk
Retention Consultation Party, the Operating Advisor, the Asset Representations Reviewer, Certificate Administrator and the Trustee),
required by rule, regulation, order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Directing Holder (but only
prior to the occurrence of a Consultation Termination Event), the Operating Advisor, any Affiliate of the Operating Advisor designated
by the Operating Advisor, the Asset Representations Reviewer, any Serviced Companion Loan Noteholder who provides a certification
substantially in the form of Exhibit FF hereto, any Person (including any Risk Retention Consultation Party) who provides
the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate
Administrator with a NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically
via the Certificate Administrator’s Website; provided, however, that in no event may a Borrower Party (other
than a Borrower Party that is a Risk Retention Consultation Party or the Special Servicer) be entitled to receive (i) if such party
is the Directing Holder or any Controlling Class Certificateholder, any Excluded Information via the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall


 



    -109-


     

    

 


only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not the Directing
Holder or any Controlling Class Certificateholder, any information other than the Distribution Date Statement.


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer obtains knowledge that it is a Borrower Party, the Special Servicer
shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly provide
any information solely related to the related Excluded Special Servicer Mortgage Loan to (A) the related Borrower Party, (B) any
of the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct
or indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above; provided, further, that
nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict
the Special Servicer’s access to any information on the Master Servicer’s website or the Certificate Administrator’s
Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses
any of the items listed in the definition of Excluded Information relating to the Excluded Special Servicer Mortgage Loans.


 


“Prohibited
Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.


 


“Property Protection
Expenses”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, any costs
and expenses incurred by the Master Servicer or the Special Servicer pursuant to Section 3.04, Section 3.08(a), Section
3.10, Section 3.11, Section 3.15(a), Section 3.15(b), Section 3.15(c), Section 3.16(c) or
Section 3.24(a) of this Agreement or indicated herein as being payable as a Servicing Advance or as a cost or expense of
the Trust Fund (and, in the case of the Serviced Whole Loans, the Serviced Companion Loan Noteholders but subject to the provisions
of Section 1.02(e)) or the Lower-Tier REMIC or Upper-Tier REMIC to be paid out of the Collection Account.


 


“Proposed Course
of Action Notice”: As defined in Section 2.03(l)(i).


 


“Prospectus”:
The Depositor’s Prospectus dated November 21, 2016, relating to the offering of the Public Certificates (other than the Class
V1-A and Class V1-C Certificates).


 


“Prudential
Plaza Companion Loans”: As defined in the Preliminary Statement.


 


“Prudential
Plaza Loan REMIC”: A segregated asset pool designated as a REMIC pursuant to the REMIC Declaration consisting of the
Prudential Plaza Mortgage Loan and the Prudential Plaza Companion Loans evidenced by Note A-2-1, Note A-3-1, Note A-3-2 and Note
A-4, the proceeds thereof and any property that secured such notes that was acquired by foreclosure or deed in lieu of foreclosure
(to the extent of the Prudential Plaza Loan REMIC’s interest in such property securing the Prudential Plaza Mortgage Loan
and the Prudential Plaza Companion Loans evidenced by Note A-2-1, Note A-3-1, Note A-3-2 and Note A-4).


 


“Prudential
Plaza Loan REMIC Regular Interest”: As defined in Section 2.06(d).


 



    -110-


     

    

 


“Prudential
Plaza Mortgage Loan”: As defined in the Preliminary Statement. For federal income tax purposes, the Prudential Plaza
Mortgage Loan represents a beneficial interest in the Prudential Plaza Loan REMIC Regular Interest equal to the outstanding principal
balance of such Mortgage Loan.


 


“Prudential
Plaza Pari Passu Note A-2-2”: The promissory note designated as Note A-2-2, which evidences a portion of the Prudential
Plaza Whole Loan. The Prudential Plaza Pari Passu Note A-2-2 is included in the Trust Fund and is pari passu in right of
payment to the Prudential Plaza Pari Passu Note A-3-3, the Prudential Plaza Pari Passu Note A-1, the Prudential Plaza Pari Passu
Note A-2-1, the Prudential Plaza Pari Passu Note A-3-1, the Prudential Plaza Pari Passu Note A-3-2 and the Prudential Plaza Pari
Passu Note A-4, as set forth in the related Intercreditor Agreement. As of the Closing Date, the Prudential Plaza Pari Passu Note
A-2-2, together with the Prudential Plaza Pari Passu Note A-3-3, is a Mortgage Loan.


 


“Prudential
Plaza Pari Passu Note A-3-3”: The promissory note designated as Note A-3-3, which evidences a portion of the Prudential
Plaza Whole Loan. The Prudential Plaza Pari Passu Note A-3-3 is included in the Trust Fund and is pari passu in right of
payment to the Prudential Plaza Pari Passu Note A-2-2, the Prudential Plaza Pari Passu Note A-1, the Prudential Plaza Pari Passu
Note A-2-1, the Prudential Plaza Pari Passu Note A-3-1, the Prudential Plaza Pari Passu Note A-3-2 and the Prudential Plaza Pari
Passu Note A-4, as set forth in the related Intercreditor Agreement. As of the Closing Date, the Prudential Plaza Pari Passu Note
A-3-3, together with the Prudential Plaza Pari Passu Note A-2-2, is a Mortgage Loan.


 


“Prudential
Plaza Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of the Prudential Plaza
Whole Loan. The Prudential Plaza Pari Passu Note A-1 is not included in the Trust Fund and is pari passu in right of payment
to the Prudential Plaza Pari Passu Note A-2-2, the Prudential Plaza Pari Passu Note A-3-3, the Prudential Plaza Pari Passu Note
A-2-1, the Prudential Plaza Pari Passu Note A-3-1, the Prudential Plaza Pari Passu Note A-3-2 and the Prudential Plaza Pari Passu
Note A-4, as set forth in the related Intercreditor Agreement. As of the Closing Date, the Prudential Plaza Pari Passu Note A-1
is held by the COMM 2015-CCRE26 Mortgage Trust.


 


“Prudential
Plaza Pari Passu Note A-2-1”: The promissory note designated as Note A-2-1, which evidences a portion of the Prudential
Plaza Whole Loan. The Prudential Plaza Pari Passu Note A-2-1 is not included in the Trust Fund and is pari passu in right
of payment to the Prudential Plaza Pari Passu Note A-2-2, the Prudential Plaza Pari Passu Note A-3-3, the Prudential Plaza Pari
Passu Note A-1, the Prudential Plaza Pari Passu Note A-3-1, the Prudential Plaza Pari Passu Note A-3-2 and the Prudential Plaza
Pari Passu Note A-4, as set forth in the related Intercreditor Agreement. As of the Closing Date, the Prudential Plaza Pari Passu
Note A-2-1 is held by the CD 2016-CD1 Mortgage Trust.


 


“Prudential
Plaza Pari Passu Note A-3-1”: The promissory note designated as Note A-3-1, which evidences a portion of the Prudential
Plaza Whole Loan. The Prudential Plaza Pari Passu Note A-3-1 is not included in the Trust Fund and is pari passu in right
of payment to the Prudential Plaza Pari Passu Note A-2-2, the Prudential Plaza Pari Passu Note A-3-3, the Prudential Plaza Pari
Passu Note A-1, the Prudential Plaza Pari Passu Note A-2-1, the Prudential Plaza Pari Passu Note A-3-2 and the Prudential Plaza
Pari Passu Note A-4, as set forth


 



    -111-


     

    

 


in the related Intercreditor Agreement. As of the Closing Date, the Prudential Plaza Pari Passu
Note A-3-1 is held by the COMM 2016-COR1 Mortgage Trust.


 


“Prudential
Plaza Pari Passu Note A-3-2”: The promissory note designated as Note A-3-2, which evidences a portion of the Prudential
Plaza Whole Loan. The Prudential Plaza Pari Passu Note A-3-2 is not included in the Trust Fund and is pari passu in right
of payment to the Prudential Plaza Pari Passu Note A-2-2, the Prudential Plaza Pari Passu Note A-3-3, the Prudential Plaza Pari
Passu Note A-1, the Prudential Plaza Pari Passu Note A-2-1, the Prudential Plaza Pari Passu Note A-3-1 and the Prudential Plaza
Pari Passu Note A-4, as set forth in the related Intercreditor Agreement. As of the Closing Date, the Prudential Plaza Pari Passu
Note A-3-2 is held by GACC or an affiliate.


 


“Prudential
Plaza Pari Passu Note A-4”: The promissory note designated as Note A-4, which evidences a portion of the Prudential Plaza
Whole Loan. The Prudential Plaza Pari Passu Note A-4 is not included in the Trust Fund and is pari passu in right of payment
to the Prudential Plaza Pari Passu Note A-2-2, the Prudential Plaza Pari Passu Note A-3-3, the Prudential Plaza Pari Passu Note
A-1, the Prudential Plaza Pari Passu Note A-2-1, the Prudential Plaza Pari Passu Note A-3-1 and the Prudential Plaza Pari Passu
Note A-3-2, as set forth in the related Intercreditor Agreement. As of the Closing Date, the Prudential Plaza Pari Passu Note A-4
is held by GACC or an affiliate.


 


“Prudential
Plaza Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of October 1, 2015 among Deutsche
Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital
Asset Management LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association,
as certificate administrator and custodian and Park Bridge Lender Services LLC, as operating advisor, and entered into in connection
with the COMM 2015-CCRE26 Mortgage Trust.


 


“Prudential
Plaza Service Providers”: With respect to the Prudential Plaza Companion Loans, the related Other Trustee, Other Servicer,
Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest advances
in respect of such mortgage loan pursuant to the related Other Pooling and Servicing Agreement.


 


“Prudential
Plaza Whole Loan”: The Prudential Plaza Companion Loans, together with the Prudential Plaza Mortgage Loan. References
herein to the Prudential Plaza Whole Loan shall be construed to refer to the aggregate indebtedness under the Prudential Plaza
Pari Passu Note A-2-2, the Prudential Plaza Pari Passu Note A-3-3, the Prudential Plaza Pari Passu Note A-1, the Prudential Plaza
Pari Passu Note A-2-1, the Prudential Plaza Pari Passu Note A-3-1, the Prudential Plaza Pari Passu Note A-3-2 and the Prudential
Plaza Pari Passu Note A-4.


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Public Certificates”:
Each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class V1-A and Class
V1-C Certificates.


 



    -112-


     

    

 


“Public Global
Certificates”: Each of the Public Certificates, if and so long as the applicable Class of Public Certificates is registered
in the name of the Depository.


 


“Purchase Price”:
With respect to (i) any Mortgage Loan to be repurchased or purchased pursuant to Section 2.03(e) or Section 9.01
of this Agreement, (ii) any Specially Serviced Loan or any Serviced REO Loan to be sold pursuant to Section 3.16 of this
Agreement or (iii) any Defaulted Loan that is a Non-Serviced Mortgage Loan to be sold by the Special Servicer in accordance with
the proviso in Section 3.16(b) of this Agreement, an amount, calculated by the Master Servicer (with respect to Performing
Loans) or the Special Servicer (with respect to Specially Serviced Loans or Serviced REO Loans), as applicable, equal to:


 


(a)          the
outstanding principal balance of such Mortgage Loan (or related REO Loan) as of the date of purchase; plus


 


(b)         all
accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time to but not including
the Due Date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase, but excluding
any Default Interest or Excess Interest; plus


 


(c)         all
related unreimbursed Servicing Advances plus accrued and unpaid interest on related Advances at the Reimbursement Rate, and all
Special Servicing Fees and Workout Fees allocable to such Mortgage Loan (and, in the case of a Non-Serviced Mortgage Loan, unpaid
fees payable to the applicable servicer, Other Servicer, the Other Special Servicer or the Other Trustee allocable to such Mortgage
Loan); plus


 


(d)         any
Liquidation Fee due pursuant to Section 3.12 of this Agreement allocable to such Mortgage Loan or Specially Serviced Loan;
plus


 


(e)         all
Additional Trust Fund Expenses allocable to such Mortgage Loan; plus


 


(f)          if
such Mortgage Loan (or related REO Loan) is being purchased or substituted by a Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement, to the extent not otherwise included in the amount described in clause (c) of this definition, any unpaid
Asset Representations Reviewer Asset Review Fee related to such Mortgage Loan and all reasonable out-of-pocket expenses reasonably
incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee
in respect of the Breach or Defect giving rise to the repurchase obligation, including any such expenses arising out of the enforcement
of the repurchase obligation, including, without duplication, any such expenses previously reimbursed from the Collection Account
or the applicable Serviced Whole Loan Collection Account, as applicable, plus accrued and unpaid interest thereon at the Reimbursement
Rate, to the extent payable to the Master Servicer, the Special Servicer, the Certificate Administrator, the Asset Representations
Reviewer or the Trustee; provided, however, that such out-of-pocket expenses shall not include expenses incurred
by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Asset Review vote
or in exercising such Certificateholder’s or Certificate Owner’s, as applicable, rights under the dispute resolution
mechanics pursuant to Section 2.03(k) hereof.


 



    -113-


     

    

 


For purposes of this Agreement,
(i) the “Purchase Price” in respect of a Serviced Companion Loan that is purchased by the related Mortgage Loan Seller
shall be the purchase price paid by the related Mortgage Loan Seller under the related Other Pooling and Servicing Agreement or
the applicable servicing agreement, and (ii) with respect to a sale of an REO Property securing a Serviced Whole Loan, the term
Mortgage Loan or REO Loan shall be construed to include any related Companion Loans.


 


“Qualified Affiliate”:
Any Person (a) that is organized and doing business under the laws of any state of the United States or the District of Columbia,
(b) that is in the business of performing the duties of a servicer of mortgage loans (or, in the case of the Operating Advisor,
that is in the business of performing the duties of an operating advisor), and (c) as to which 50% or greater of its outstanding
voting stock or equity ownership interest are directly or indirectly owned by the Master Servicer, the Special Servicer or the
Operating Advisor, as applicable, or by any Person or Persons who directly or indirectly own equity ownership interests in the
Master Servicer, the Special Servicer or the Operating Advisor, as applicable.


 


“Qualified Institutional
Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.


 


“Qualified Insurer”:
As used in Section 3.08 of this Agreement,


 


(i) in the
case of each Mortgage Loan or Serviced Pari Passu Whole Loan, an insurance company or security or bonding company qualified to
write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated (a) at least “A3”
by Moody’s (or, if not rated by Moody’s, an equivalent rating by (x) at least two NRSROs (which may include S&P,
KBRA and/or Fitch) or (y) one NRSRO (which may include S&P, KBRA and/or Fitch) and A.M. Best), and (b) at least “A”
by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent (or higher) rating by (x) at least two NRSROs (which
may include S&P, KBRA and/or Moody’s) or (y) one NRSRO (which may include S&P, KBRA and/or Moody’s) and AM
Best), and


 


(ii) in the
case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(d) of this
Agreement, a company that shall have a claims paying ability rated at least equal to any one of the following: (1) “A-”
or better by S&P, (2) “A3” or better by Moody’s, (3) “A-” or better by Fitch, (4) “A (low)”
or better by DBRS or (5) “A-:X” or better by A.M. Best,


 


or, in the
case of clauses (i) and (ii), such other rating as to which the related Rating Agency (and, if applicable, the related Serviced
Companion Rating Agency) has provided a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan
Securities (subject to the foregoing exceptions).


 


“Qualified Mortgage”:
A Mortgage Loan that is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard
to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage), or any
substantially similar successor provision.


 



    -114-


     

    

 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution shall
be permitted) replacing a Mortgage Loan with respect to which a Material Breach or Material Defect exists that must, on the date
of substitution: (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal and/or
interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance
of the Removed Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a fixed Mortgage
Rate not less than the Mortgage Rate of the Removed Mortgage Loan (determined without regard to any prior modification, waiver
or amendment of the terms of the removed Mortgage Loan); (iii) have the same Due Date and a grace period no longer than that of
the Removed Mortgage Loan; (iv) accrue interest on the same basis as the Removed Mortgage Loan (for example, on the basis of a
360-day year and the actual number of days elapsed); (v) have a remaining term to stated maturity not greater than, and not more
than five years less than, the remaining term to stated maturity of the Removed Mortgage Loan; (vi) have a then-current loan to
value ratio equal to or less than the lesser of (i) the loan to value ratio for the Removed Mortgage Loan as of the Closing Date
and (ii) 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal prepared in
accordance with the requirements of the FIRREA; (vii) comply as of the date of substitution in all material respects with all of
the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an Environmental Report
that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and that will be delivered
as a part of the related Servicing File; (ix) have a then-current Debt Service Coverage Ratio at least equal to the greater of
(i) the original Debt Service Coverage Ratio of the Removed Mortgage Loan as of the Closing Date and (ii) 1.25x; (x) be determined
by an Opinion of Counsel (at the applicable Mortgage Loan Seller’s expense) to be a “qualified replacement mortgage”
within the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date or an amortization period that extends to a
date that is after the date that is two years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions
to those of the Replaced Mortgage Loan; (xiii) not be substituted for a Removed Mortgage Loan unless the Certificate Administrator
and the Trustee have received a Rating Agency Confirmation from each of the Rating Agencies (the cost, if any, of obtaining such
Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller; (xiv) have been approved, so long as no Control Termination
Event has occurred and is not continuing, by the Directing Holder; (xv) prohibit defeasance within two years after the Closing
Date; (xvi) not be substituted for a Removed Mortgage Loan if it would result in the termination of the REMIC status of any Trust
REMIC or the imposition of tax on any Trust REMIC other than a tax on income expressly permitted or contemplated to be received
by the terms of this Agreement, as determined by an Opinion of Counsel (at the cost of the applicable Mortgage Loan Seller); (xvii)
have an engineering report that indicates no material adverse property condition or deferred maintenance with respect to the related
Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all
scheduled payments of principal and interest then due. In the event that one or more mortgage loans are substituted for one or
more Removed Mortgage Loans, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal
Balances and each such proposed Qualified Substitute Mortgage Loan must individually satisfy each of the requirements specified
in clauses (ii) through (xviii) above, except the rates referred to in clause (ii) above and the remaining term to stated maturity
referred to in clause (v) above shall be determined on a weighted average basis; provided that no 


 



    -115-


     

    

 


individual Mortgage Rate shall be
lower than the highest Pass-Through Rate (that is a fixed rate not subject to a cap equal to the WAC Rate) of any
Regular Interest (other than the Class X Regular Interests) having an outstanding Certificate Balance. When a Qualified
Substitute Mortgage Loan is substituted for a Removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that
the Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trustee and, for so long as no Consultation
Termination Event has occurred and is continuing, the Directing Holder.


 


“RAC No-Response
Scenario”: As defined in Section 3.30(a).


 


“Rated Final
Distribution Date”: The Distribution Date in November 2049. The Class S and Class R Certificates will not have a Rated
Final Distribution Date.


 


“Rating Agency”:
Any of Moody’s, Fitch or KBRA; provided, that with respect to any matter affecting a Non-Serviced Mortgage Loan or
any Serviced Whole Loan, “Rating Agency” shall also refer to any rating agency engaged to rate the Serviced Companion
Loan Securities related to such Serviced Whole Loan or securities related to such Non-Serviced Mortgage Loan, as applicable.


 


“Rating Agency
Confirmation” shall mean, with respect to any matter, confirmation in writing (which may be in electronic form) by each
applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates if then rated by
the Rating Agency; provided that a written waiver or other acknowledgment from any Rating Agency indicating its decision
not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the
Rating Agency Confirmation from such Rating Agency with respect to such matter. At any time during which no Certificates are rated
by a Rating Agency, no Rating Agency Confirmation shall be required from that Rating Agency. With respect to any matter affecting
any Serviced Pari Passu Companion Loan, any Rating Agency Confirmation shall also refer to a comparable confirmation from the nationally
recognized statistical rating organizations then rating the securities representing an interest in such loan with respect to such
rating organizations’ respective ratings of such securities.


 


“Rating Agency
Q&A Forum and Document Request Tool”: As defined in Section 3.14(d) of this Agreement.


 


“Real Property”:
Land or improvements thereon such as buildings or other inherently permanent structures thereon (including items that are structural
components of the buildings or structures), in each such case as such terms are used in the REMIC Provisions.


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Stated Principal Balance of the Mortgage
Loans in the Mortgage Pool (for purposes of this calculation only, the aggregate Stated Principal Balance will not be reduced by
the amount of principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer or the Trustee
from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts
are


 



    -116-


     

    

 


not otherwise determined to be Nonrecoverable Advances), including any REO Loans (but in each case, excluding any Companion
Loan) expected to be outstanding immediately following such Distribution Date is less than (ii) the then aggregate Certificate
Balance of the Regular Interests after giving effect to distributions of principal on such Distribution Date.


 


“Reassignment
of Assignment of Leases, Rents and Profits”: As defined in Section 2.01(a)(viii) of this Agreement.


 


“Record Date”:
With respect to each Distribution Date, the close of business on the last Business Day of the calendar month immediately preceding
the month in which such Distribution Date occurs.


 


“Regular Certificates”:
The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class
A-M, Class B, Class C, Class D, Class E, Class F and Class G Certificates.


 


“Regular Interest
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(m), which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of the Holders of the CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Regular Interest Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible
Account. The Regular Interest Distribution Account shall not be an asset of either Trust REMIC formed hereunder, but rather shall
be an asset of the Grantor Trust.


 


“Regular Interests”:
The Class A-1 Regular Interest, the Class A-2 Regular Interest, the Class A-SB Regular Interest, the Class A-3 Regular Interest,
the Class A-4 Regular Interest, the Class X-A Regular Interest, the Class X-B Regular Interest, the Class X-D Regular Interest,
the Class X-E Regular Interest, the Class X-F Regular Interest, the Class X-G Regular Interest, the Class A-M Regular Interest,
the Class B Regular Interest, the Class C Regular Interest, the Class D Regular Interest, the Class E Regular Interest, the Class
F Regular Interest and the Class G Regular Interest.


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective
from time to time as of the compliance dates specified therein.


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
RR”: Regulation RR under the Act, as such may be amended from time to time, and subject to such clarification and interpretation
as have been provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff
from time to time.


 


“Regulation
S”: Regulation S under the Act.


 



    -117-


     

    

 


“Regulation
S Global Certificate”: Each of the Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F and
Class G Certificates issued as such on the Closing Date.


 


“Regulation
S Investor”: With respect to a transferee of an interest in a Regulation S Global Certificate, a transferee that acquires
such interest pursuant to Regulation S.


 


“Regulation
S Transfer Certificate”: As defined in Section 5.02(c)(i)(B) of this Agreement.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section
3.21(e) and P&I Advances in accordance with Section 4.07(h), which rate per annum shall equal the Prime Rate.
Interest at the Reimbursement Rate will accrue from (and including) the date on which the related Advance is made or the related
expense incurred to (but excluding) the date on which such amounts are recovered out of amounts received on the Mortgage Loan as
to which such Advances were made or servicing expenses incurred or the first Master Servicer Remittance Date after a determination
of non-recoverability, as the case may be, is made; provided that such interest at the Reimbursement Rate will continue
to accrue to the extent funds are not available in the Collection Accounts for such reimbursement of such Advance; provided,
further, that no interest will accrue on any P&I Advance (i) made with respect to a Mortgage Loan until after the related
Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received after the Determination
Date but on or prior to the Business Day immediately prior to the related Distribution Date.


 


“Relevant Distribution
Date”: means with respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any
“significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related Other Pooling and
Servicing Agreement.


 


“Relevant Servicing
Criteria”: The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee on Schedule II to this Agreement). For clarification
purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some of the Servicing
Criteria will not be applicable to certain Reporting Servicers. With respect to a Servicing Function Participant engaged by the
Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, the term “Relevant Servicing Criteria”
refers to the items of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee that engaged such Servicing Function Participant that are applicable to such Servicing Function Participant
based on the functions it has been engaged to perform.


 


“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code and the REMIC Provisions.


 


“REMIC Declaration”:
The REMIC declaration with respect to the Prudential Plaza Loan REMIC.


 



    -118-


     

    

 


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through
860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations)
and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“Removed Mortgage
Loan”: A Mortgage Loan which is repurchased from the Trust Fund pursuant to the terms hereof or as to which one or more
Qualified Substitute Mortgage Loans are substituted.


 


“Rents from
Real Property”: With respect to any Serviced REO Property, gross income of the character described in Section 856(d)
of the Code, which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:


 


(a)          except
as provided in Section 856(d)(4) or Section 856(d)(6) of the Code, any amount received or accrued, directly or indirectly, with
respect to such Serviced REO Property, if the determination of such amount depends in whole or in part on the income or profits
derived by any Person from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise
constitutes Rents from Real Property);


 


(b)          any
amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person determined in accordance with Sections 856(d)(2)(B) and Section 856(d)(5)
of the Code;


 


(c)          any
amount received or accrued, directly or indirectly, with respect to such Serviced REO Property if any Person Directly Operates
such Serviced REO Property;


 


(d)          any
amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings
of a similar class in the same geographic market as such Serviced REO Property within the meaning of Treasury Regulations Section
1.856-4(b)(1) (whether or not such charges are separately stated); and


 


(e)          rent
attributable to personal property unless such personal property is leased under, or in connection with, the lease of such Serviced
REO Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or
accrued under, or in connection with, the lease.


 


“REO Account”:
As defined in Section 3.15(b) of this Agreement.


 


“REO Loan”:
Any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) or Serviced Whole Loan as to which the related Mortgaged Property
has become an REO Property.


 



    -119-


     

    

 


“REO Proceeds”:
With respect to any Serviced REO Property and the related Serviced REO Loan, all revenues received by the Special Servicer with
respect to such Serviced REO Property or Serviced REO Loan which do not constitute Liquidation Proceeds.


 


“REO Property”:
A Mortgaged Property title to which has been acquired by the Special Servicer on behalf of the Trust Fund through foreclosure,
deed in lieu of foreclosure or otherwise, or in the case of a Non-Serviced Mortgage Loan, the Trust Fund’s beneficial interest
in the Mortgaged Property acquired by the Other Trustee pursuant to the Other Pooling and Servicing Agreement.


 


“Replacement
Mortgage Loan”: Any Qualified Substitute Mortgage Loan that is substituted for one or more Removed Mortgage Loans.


 


“Reporting Servicer”:
As defined in Section 10.12 of this Agreement.


 


“Repurchase
Communication”: For purposes of Section 2.03(d) of this Agreement only, any communication, whether oral or written,
which need not be in any specific form.


 


“Repurchase”:
As defined in Section 2.03(d) of this Agreement.


 


“Repurchase
Request”: As defined in Section 2.03(d) of this Agreement.


 


“Repurchase
Request Recipient”: As defined in Section 2.03(d) of this Agreement.


 


“Repurchase
Request Rejection”: As defined in Section 2.03(d) of this Agreement.


 


“Repurchase
Request Withdrawal”: As defined in Section 2.03(d) of this Agreement.


 


“Request for
Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit E to this
Agreement.


 


“Requesting
Certificateholder”: As defined in Section 2.03(l)(iii).


 


“Requesting
Holders”: As defined in Section 4.08(b) of this Agreement.


 


“Requesting
Investor”: As defined in Section 5.05(a) of this Agreement.


 


“Reserve Accounts”:
With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, reserve accounts, if any, established
pursuant to the Mortgage or the Loan Agreement and any Escrow Account. Any Reserve Account may be a sub-account of a related Cash
Collateral Account. Any Reserve Account shall be beneficially owned for federal income tax purposes by the Person who is entitled
to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan or
Serviced Whole Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.
The Master Servicer shall be permitted to make


 



    -120-


     

    

 


withdrawals therefrom for deposit into the related Cash Collateral Account, if applicable,
or the Collection Account or for the purposes set forth under the related Loan Documents for the related Mortgage Loan or Serviced
Whole Loan.


 


“Resolution
Extension Period” shall mean:


 


(a)          for
purposes of remediating a Material Breach with respect to any Mortgage Loan, the 90-day period following the end of the applicable
Initial Resolution Period;


 


(b)          for
purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Performing Loan at the commencement of, and
does not become a Specially Serviced Loan during, the applicable Initial Resolution Period, the period commencing at the end of
the applicable Initial Resolution Period and ending on, and including, the earlier of (i) the 90th day following the end of such
Initial Resolution Period and (ii) the 45th day following the applicable Mortgage Loan Seller’s receipt of written notice
from the Master Servicer or the Special Servicer of the occurrence of any Servicing Transfer Event with respect to such Mortgage
Loan subsequent to the end of such Initial Resolution Period;


 


(c)          for
purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Performing Loan as of the commencement of
the applicable Initial Resolution Period, but as to which a Servicing Transfer Event occurs during such Initial Resolution Period,
the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the 90th day following
the earlier of the end of such Initial Resolution Period and the applicable Mortgage Loan Seller’s receipt of written notice
from the Master Servicer or the Special Servicer of the occurrence of such Servicing Transfer Event; and


 


(d)          for
purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Specially Serviced Loan as of the commencement
of the applicable Initial Resolution Period, zero (-0-) days; provided that, if the applicable Mortgage Loan Seller did
not receive written notice from the Master Servicer or the Special Servicer of the relevant Servicing Transfer Event as of the
commencement of the applicable Initial Resolution Period, then such Servicing Transfer Event shall be deemed to have occurred during
such Initial Resolution Period and clause (c) of this definition will be deemed to apply.


 


“Resolution
Failure”: As defined in Section 2.03(k).


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Defect or Breach has been cured, (ii) the related Mortgage Loan has
been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for
the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller
made the Loss of Value Payment, (v) a contractually binding agreement entered into between the Enforcing Servicer, on behalf of
the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under


 



    -121-


     

    

 


the related
Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result of a sale or
other disposition in accordance with this Agreement.


 


“Responsible
Officer”: When used with respect to the Trustee or the Certificate Administrator, any officer of the Trustee or the Certificate
Administrator, as the case may be, assigned to the Corporate Trust Office of such party; in each case, with direct responsibility
for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom such matter is
referred because of such officer’s knowledge of and familiarity with the particular subject, and, in the case of any certification
required to be signed by a Responsible Officer, such an officer whose name and specimen signature appears on a list of corporate
trust officers furnished to the Master Servicer by the Trustee and the Certificate Administrator, as such list may from time to
time be amended.


 


“Restricted
Certificate”: As defined in Section 5.02(k) of this Agreement.


 


“Restricted
Mezzanine Holder”: A holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender
has initiated foreclosure or enforcement proceedings against the equity collateral pledged to secure such mezzanine loan.


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which the Certificates
are first offered to persons other than the Initial Purchasers and any other distributor (as defined in Regulation S) of the Certificates
and (b) the Closing Date.


 


“Retained Defeasance
Rights and Obligations”: Any of the rights and obligations of the Mortgage Loan Sellers defined in Section 3.26(i).


 


“Retained Interest
Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned
by the holders of the RRI Interest in proportions equal to their respective ownership interest of the RRI Interest.


 


“Retaining Parties”:
Each of Deutsche Bank AG, New York Branch and Citigroup Global Markets Realty Corp., acting as holder of the RRI Interest, and
any successor holder of all or part of the RRI Interest.


 


“Retaining Sponsor”:
GACC, acting as retaining sponsor as such term is defined under § [__].3(b) of Regulation RR.


 


“Revised Rate”:
With respect to those Mortgage Loans on the Mortgage Loan Schedule indicated as having a revised rate, the increased interest rate
after the Anticipated Repayment Date (in the absence of a default) for each applicable Mortgage Loan, as calculated and as set
forth in the related Mortgage Loan.


 


“Risk Retention
Consultation Party”: Each of (i) the party selected by DBNY and (ii) the party selected by the holder (or group of affiliated
holders) of the majority of the RRI-B Interest, by Certificate Balance, as determined by the Certificate Registrar from time to
time. The Depositor shall promptly provide the name and contact information for the initial Risk Retention Consultation Parties
upon request of any party to this Agreement and any such requesting party


 



    -122-


     

    

 


may conclusively rely on the name and contact information
provided by the Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity
of any Risk Retention Consultation Party has not changed until such parties receive written notice of a replacement of such Risk
Retention Consultation Party from DBNY (in the case of the RRI-A Risk Retention Consultation Party) or a party holding the requisite
interest in the RRI-B Interest (in the case of the RRI-B Risk Retention Consultation Party), as confirmed by the Certificate Registrar.
For avoidance of doubt, there may be multiple Risk Retention Consultation Parties. The initial RRI-A Risk Retention Consultation
Party shall be Deutsche Bank AG, New York Branch and the initial RRI-B Risk Retention Consultation Party shall be Citigroup Global
Markets Realty Corp.


 


In the event that no
Risk Retention Consultation Party has been appointed or identified to the Master Servicer or the Special Servicer, as applicable,
and the Master Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the
new Risk Retention Consultation Party is identified, the Master Servicer or the Special Servicer, as applicable, shall have no
duty to consult with, provide notice to, or seek the approval or consent of any such Risk Retention Consultation Party as the case
may be.


 


Upon the transfer of
the portion of the RRI-B Interest that corresponds to the Control Eligible Regular Interests to a party that is unaffiliated with
CGMRC, there will no longer be an RRI-B Risk Retention Consultation Party. For the avoidance of doubt, DBNY will be entitled to
select the RRI-A Risk Retention Consultation Party even if DBNY no longer holds the RRI-A Interest.


 


“RRI-A Interest”:
As defined in the Preliminary Statement.


 


“RRI-A Risk
Retention Consultation Party”: The Risk Retention Consultation Party selected by DBNY.


 


“RRI-B Interest”:
As defined in the Preliminary Statement.


 


“RRI-B Risk
Retention Consultation Party”: The Risk Retention Consultation Party selected by the holder (or group of affiliated holders)
of the majority of the RRI-B Interest, by Certificate Balance, as determined by the Certificate Registrar from time to time. Upon
the transfer of the portion of the RRI-B Interest that corresponds to the Control Eligible Regular Interests to a party that is
unaffiliated with CGMRC, there will no longer be an RRI-B Risk Retention Consultation Party.


 


“RRI Interest”:
As defined in the Preliminary Statement.


 


“RRI Interest
Purchase Agreement”: The RRI Interest Purchase Agreement, dated as of the Pricing Date, by and among the Depositor, GACC,
DBNY and CGMRC.


 


“RRI Interest
Transfer Restriction Period”: For so long as Regulation RR is in effect, the period from the Closing Date to the latest
of (i) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33% of the


 



    -123-


     

    

 


aggregate Cut-off Date Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding Certificate Balance of the
Regular Interests (other than the Class X Regular Interests) has been reduced to 33% of the aggregate outstanding Certificate Balance
of the Regular Interests (other than the Class X Regular Interests) as of the Closing Date; and (iii) two (2) years after the Closing
Date.


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A Global
Certificate”: Each of the Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F and Class
G Certificates issued as such on the Closing Date.


 


“Rule 15Ga-1
Notice”: As defined in Section 2.03(d) of this Agreement.


 


“Rule 15Ga-1
Notice Provider”: As defined in Section 2.03(d) of this Agreement.


 


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successor in interest. If neither
such rating agency nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation
shall be given to the other parties hereto, and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated.


 


“Sarbanes Oxley
Act”: The Sarbanes Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including
any interpretations thereof by the Commission’s staff).


 


“Sarbanes Oxley
Certification”: As defined in Section 10.08 of this Agreement.


 


“Scheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions
of the following: (a) all Periodic Payments (excluding Balloon Payments) with respect to the Mortgage Loans due during or, if and
to the extent not previously received or advanced pursuant to Section 4.07 in respect of a preceding Distribution Date (and
not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled Payments
with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the Borrower
as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a grace period ending after the
related Determination Date, the related Due Date or last day of such grace period, as applicable, to the extent received by the
Master Servicer as of the Business Day preceding the Master Servicer Remittance Date) or (ii) advanced by the Master Servicer or
the Trustee, as applicable, pursuant to Section 4.07 in respect of such Distribution Date, and (b) all Balloon Payments
with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each
Mortgage Loan with a Due Date occurring or a grace period ending after the related Determination Date, the related Due Date or
last day of such grace period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the
Master Servicer Remittance Date), and to the extent not included in clause (a) above.


 



    -124-


     

    

 


“Secure Data
Room”: The internet website, which shall initially be located within the Certificate Administrator’s Website (initially
“www.ctslink.com”), under the “Diligence Files” tab on the page relating to this transaction.


 


“Securities
Legend”: As defined in Section 5.02(c)(iii) of this Agreement.


 


“Serviced Companion
Loan”: With respect to any Serviced Whole Loan, any related mortgage loan not included in the Trust that is serviced
under this Agreement and that is generally (a) payable on a pari passu basis with the related Mortgage Loan included in
the Trust to the extent set forth in the related Intercreditor Agreement or (b) subordinated in right of payment to the related
Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. The 8 Times Square & 1460
Broadway Companion Loans, the 229 West 43rd Street Retail Condo Companion Loans, the 60 Madison Avenue Companion Loan and the Birch
Run Premium Outlets Companion Loans are the Serviced Companion Loans. With respect to the FedEx Ground Portfolio Companion Loans,
(i) prior to the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, each FedEx Ground Portfolio Companion Loan shall
be a Serviced Companion Loan and (ii) on and after the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, each FedEx
Ground Portfolio Companion Loan shall be a Non-Serviced Companion Loan.


 


“Serviced Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced
Companion Loan or Serviced REO Loan as to which any Serviced Companion Loan Securities exist, confirmation in writing (which may
be in electronic form) by each applicable Serviced Companion Loan Rating Agency that a proposed action, failure to act or other
event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then current rating
assigned to any class of such Serviced Companion Loan Securities (if then rated by such Serviced Companion Loan Rating Agency);
provided that upon receipt of a written waiver or other acknowledgment from a Serviced Companion Loan Rating Agency indicating
its decision not to review or declining to review the matter for which the Serviced Companion Loan Rating Agency Confirmation is
sought (such written notice, a “Serviced Companion Loan Rating Agency Declination”), or as otherwise provided
in Section 3.30 of this Agreement, the requirement for the Serviced Companion Loan Rating Agency Confirmation from the applicable
Serviced Companion Loan Rating Agency with respect to such matter shall not apply.


 


“Serviced Companion
Loan Noteholder”: Any holder of a Serviced Companion Loan; provided that for so long as a Serviced Companion Loan
is included in an Other Securitization, for purposes of providing or distributing any reports, statements, notices or other information
required or permitted to be provided to a Serviced Companion Loan Noteholder hereunder, “Serviced Companion Loan Noteholder”
shall also include the related Other Servicer.


 


“Serviced Companion
Loan Noteholder Register”: As defined in Section 3.27(b) of this Agreement.


 


“Serviced Companion
Loan Rating Agency”: With respect to any Serviced Companion Loan, any rating agency that was engaged by a participant
in the securitization of such Serviced Companion Loan to assign a rating to the related Serviced Companion Loan Securities.


 



    -125-


     

    

 


“Serviced Companion
Loan Securities”: With respect to any Serviced Companion Loan so long as the related Mortgage Loan or any successor Serviced
REO Loan is part of the Mortgage Pool, any class of securities backed by such Serviced Companion Loan. Any reference herein to
a “series” of Serviced Companion Loan Securities shall refer to separate securitizations of one or more of the Serviced
Companion Loans.


 


“Serviced Companion
Loan Service Provider”: With respect to any Serviced Pari Passu Companion Loan that has been deposited into a securitization
trust, the related Other Trustee, Other Servicer, Other Special Servicer, any sub-servicer and any other Person that makes principal
and/or interest advances in respect of such mortgage loan pursuant to the related Other Pooling and Servicing Agreement.


 


“Serviced Mortgage
Loan”: With respect to any Serviced Whole Loan, a Mortgage Loan that is included in the Trust and serviced under this
Agreement. The 8 Times Square & 1460 Broadway Mortgage Loan, the 229 West 43rd Street Retail Condo Mortgage Loan, the 60 Madison
Avenue Mortgage Loan and the Birch Run Premium Outlets Mortgage Loan are the Serviced Mortgage Loans. With respect to the FedEx
Ground Portfolio Mortgage Loan, (i) prior to the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, the FedEx Ground
Portfolio Mortgage Loan shall be a Serviced Mortgage Loan and (ii) on and after the FedEx Ground Portfolio Pari Passu Note A-1
Securitization Date, the FedEx Ground Portfolio Mortgage Loan shall be a Non-Serviced Mortgage Loan.


 


“Serviced Pari
Passu Companion Loan”: With respect to any Serviced Whole Loan, any related mortgage note not included in the Trust that
is serviced under this Agreement and that is generally payable on a pari passu basis with the related Mortgage Loan included
in the Trust to the extent set forth in the related Intercreditor Agreement. The 8 Times Square & 1460 Broadway Companion Loans,
the 229 West 43rd Street Retail Condo Companion Loans, the 60 Madison Avenue Companion Loan and the Birch Run Premium Outlets Companion
Loans are the Serviced Pari Passu Companion Loans. With respect to the FedEx Ground Portfolio Companion Loans, (i) prior to the
FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, each FedEx Ground Portfolio Companion Loan shall be a Serviced
Pari Passu Companion Loan and (ii) on and after the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, each FedEx
Ground Portfolio Companion Loan shall be a Non-Serviced Pari Passu Companion Loan.


 


“Serviced Pari
Passu Companion Loan Noteholder”: Any holder of a Serviced Pari Passu Companion Loan.


 


“Serviced Pari
Passu Whole Loan”: Any Whole Loan serviced under this Agreement that is divided into one or more notes, which includes
a mortgage note that is included in the Trust and one or more pari passu mortgage notes not included in the Trust. References
herein to a Serviced Pari Passu Whole Loan shall be construed to refer to the aggregate indebtedness under the related notes. The
8 Times Square & 1460 Broadway Whole Loan, the 229 West 43rd Street Retail Condo Whole Loan, the 60 Madison Avenue Whole Loan
and the Birch Run Premium Outlets Whole Loan are the Serviced Pari Passu Whole Loans. With respect to the FedEx Ground Portfolio
Whole Loan, (i) prior to the FedEx Ground Portfolio Pari Passu Note A-1 Securitization Date, the FedEx Ground Portfolio Whole Loan
shall be a Serviced Pari Passu Whole Loan and (ii) on and after the FedEx Ground Portfolio Pari Passu


 



    -126-


     

    

 


Note A-1 Securitization Date,
the FedEx Ground Portfolio Whole Loan shall be a Non-Serviced Pari Passu Whole Loan.


 


“Serviced REO
Loan”: Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced REO
Property”: Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced Subordinate
Companion Loan”: With respect to any Serviced Whole Loan, any related mortgage note not included in the Trust that is
serviced under this Agreement and that is generally subordinated in right of payment to the related Mortgage Loan included in the
Trust to the extent set forth in the related Intercreditor Agreement. There are no Serviced Subordinate Companion Loans related
to the Trust.


 


“Serviced Whole
Loan”: Any Whole Loan serviced under this Agreement that is divided into one or more notes, which includes a mortgage
note that is included in the Trust and (a) one or more Subordinate Companion Loans not included in the Trust and/or (b) one or
more pari passu mortgage notes not included in the Trust. References herein to a Serviced Whole Loan shall be construed
to refer to the aggregate indebtedness under the related notes. The 8 Times Square & 1460 Broadway Whole Loan, the 229 West
43rd Street Retail Condo Whole Loan, the 60 Madison Avenue Whole Loan and the Birch Run Premium Outlets Whole Loan are the Serviced
Whole Loans. With respect to the FedEx Ground Portfolio Whole Loan, (i) prior to the FedEx Ground Portfolio Pari Passu Note A-1
Securitization Date, the FedEx Ground Portfolio Whole Loan shall be a Serviced Whole Loan and (ii) on and after the FedEx Ground
Portfolio Pari Passu Note A-1 Securitization Date, the FedEx Ground Portfolio Whole Loan shall be a Non-Serviced Whole Loan.


 


“Serviced Whole
Loan Collection Account”: With respect to each Serviced Whole Loan, the separate account or sub-account created and maintained
by the Master Servicer pursuant to Section 3.05(g) on behalf of the Certificateholders and the related Serviced Companion
Loan Noteholders, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the Holders of Deutsche Mortgage & Asset Receiving Corporation,
CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2, Serviced Whole Loan Collection Account.”
Amounts in any Serviced Whole Loan Collection Account applicable to the related Serviced Companion Loans shall not be assets of
the Trust Fund, but instead shall be held by the Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable
therefrom) and, the related Serviced Companion Loan Noteholders. Any such account or sub-account shall be an Eligible Account or
a sub-account of an Eligible Account (including a sub-account of the Collection Account).


 


“Serviced Whole
Loan Remittance Amount”: For each distribution date that a Master Servicer is required to make a distribution to a Serviced
Companion Loan Noteholder pursuant to Section 3.05(h) and with respect to each Serviced Whole Loan and related Mortgaged
Property (if it becomes a Serviced REO Property), any amount received by the Master Servicer (or, with respect to a Serviced REO
Property, the Special Servicer) during the


 



    -127-


     

    

 


related Collection Period that is payable to the Serviced Companion Loan Noteholder(s)
pursuant to the related Intercreditor Agreement or to be remitted to the Collection Account.


 


“Serviced Whole
Loan Remittance Date”: With respect to: (A) any Serviced Companion Loan (other than the 8 Times Square & 1460 Broadway
Companion Loans, the 229 West 43rd Street Retail Condo Companion Loans and the FedEx Ground Portfolio Companion Loans), (x) prior
to contribution of such Serviced Companion Loan to an Other Securitization, a date as set forth in the related Intercreditor Agreement
(or if no such date is specified, the Master Servicer Remittance Date) and (y) following contribution of such Serviced Companion
Loan to an Other Securitization, the earlier of (A) the Master Servicer Remittance Date or (B) the Business Day immediately succeeding
the “determination date” set forth in the related Other Pooling and Servicing Agreement; provided, however,
that no remittance is required to be made until two (2) Business Days after receipt of the related Periodic Payment with respect
to the related Serviced Whole Loan; and (B) any 8 Times Square & 1460 Broadway Companion Loan, any 229 West 43rd Street Retail
Condo Companion Loan or any FedEx Ground Portfolio Companion Loan, (x) prior to contribution of such Serviced Companion Loan to
an Other Securitization, a date as set forth in the related Intercreditor Agreement (or if no such date is specified, the Master
Servicer Remittance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization, the earlier
of (A) the Master Servicer Remittance Date or (B) the Business Day immediately succeeding the “determination date”
set forth in the related Other Pooling and Servicing Agreement, in each case as long as such date under this clause (y)
is at least one business day after the scheduled monthly payment date under the related Loan Agreement..


 


“Serviced Whole
Loan REO Account”: As defined in Section 3.15(b) of this Agreement.


 


“Serviced Whole
Loan Special Servicer”: Any Person responsible for performing the duties of Special Servicer hereunder with respect to
a Serviced Whole Loan or any related Serviced REO Property.


 


“Service(s)(ing)”:
In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the Trust by
an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is referenced in the
disclosure requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this
term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.


 


“Servicer Termination
Event”: A Master Servicer Termination Event or Special Servicer Termination Event, as applicable.


 


“Servicing Advance”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee,
as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage
Loan, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency
or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) a Mortgaged Property


 



    -128-


     

    

 


securing
a Mortgage Loan (other than a Non-Serviced Mortgage Loan) an REO Property, including, in the case of each of such clause (a)
and clause (b), but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth
in Section 3.04, (ii) the preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance
and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the
definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property,
including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any
amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary,
“Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special Servicer, such as costs
for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal
costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property.
None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing Advance in connection with the exercise
of any cure rights or purchase rights granted to the holder of a Companion Loan under the related Intercreditor Agreement or this
Agreement.


 


“Servicing Compensation”:
With respect to any Collection Period, the related Servicing Fee, Net Prepayment Interest Excess, if any, and any other fees, charges
or other amounts payable to the Master Servicer under this Agreement for such period.


 


“Servicing Criteria”:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time.


 


“Servicing Fee”:
With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan and for any Distribution Date, an amount per Interest
Accrual Period equal to the product of (i) the respective Servicing Fee Rate (adjusted to a monthly rate) and (ii) the Stated Principal
Balance of such Mortgage Loan or Serviced Pari Passu Companion Loan as of the Due Date in the immediately preceding Collection
Period (without giving effect to payments of principal on such Mortgage Loan or Serviced Pari Passu Companion Loan on such Due
Date). The Servicing Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For
the avoidance of doubt, with respect to any Subordinate Companion Loan, unless otherwise agreed upon with the holder of the related
Subordinate Companion Loan, no Servicing Fee shall accrue or be payable on the principal balance thereof, and with respect to each
Mortgage Loan, the Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


 


“Servicing Fee
Amount”: With respect to the Master Servicer and any date of determination, the aggregate of the products obtained by
multiplying, for each Mortgage Loan or Serviced Pari Passu Companion Loan, (a) the Stated Principal Balance of such Mortgage Loan
or Serviced Pari Passu Companion Loan as of the end of the immediately preceding Collection Period and (b) the difference between
the Servicing Fee Rate for such Mortgage Loan or Serviced Pari Passu Companion Loan over the servicing fee rate (if any) applicable
to such Mortgage Loan or Serviced Pari Passu Companion Loan as specified in any Sub-Servicing Agreement related to such Mortgage
Loan or Serviced Pari Passu Companion Loan. With respect to each Sub-Servicer and any date of determination, the aggregate of the
products obtained by multiplying, for each Mortgage Loan or Serviced Pari Passu Companion Loan serviced by such Sub-Servicer, (a)
the Stated Principal Balance of such Mortgage Loan or Serviced Pari Passu Companion Loan as of the end of the immediately preceding
Collection


 



    -129-


     

    

 


Period and (b) the servicing fee rate specified in the related Sub-Servicing Agreement for such Mortgage Loan or the
Serviced Pari Passu Whole Loan.


 


“Servicing Fee
Rate”: (A) With respect to each Mortgage Loan, the sum of the Master Servicing Fee Rate and the related Primary Servicing
Fee Rate, if any, which rates per annum are set forth on Exhibit B to this Agreement, (B) with respect to each 8
Times Square & 1460 Broadway Companion Loan, 0.0025%, (C) with respect to each 229 West 43rd Street Retail Condo Companion
Loan, 0.0025%, (D) with respect to the 60 Madison Avenue Companion Loan, 0.0025%, (E) with respect to each Birch Run Premium Outlets
Companion Loan, 0.0025% and (F) prior to the related Servicing Shift Securitization Date, with respect to each FedEx Ground Portfolio
Companion Loan, 0.0025%.


 


“Servicing File”:
As defined in the related Mortgage Loan Purchase Agreement and including any original or copy of any replacement comfort letter
related to any hospitality property following receipt thereof by the Master Servicer.


 


“Servicing Function
Participant”: Any Person, other than the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor or the Asset Representations Reviewer, that, within the meaning of Item 1122 of Regulation AB, is performing
activities that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage
Loans (based on their Stated Principal Balance) or the Master Servicer has assumed responsibility for the servicing activity, as
provided for under Regulation AB. No Non-Serviced Mortgage Loan Service Provider shall be a Servicing Function Participant retained
by any Servicing Function Participant that is a party to this Agreement, unless such party is a Servicing Function Participant
in connection with its servicing obligations under this Agreement.


 


“Servicing Officer”:
Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible for, the administration
and servicing of the Mortgage Loans and/or Serviced Companion Loans, or this Agreement and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer’s or employee’s knowledge of and familiarity
with the particular subject, and, in the case of any certification required to be signed by a Servicing Officer, such an officer
or employee whose name and specimen signature appears on a list of servicing officers furnished to the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee by the Master Servicer or the Special Servicer, as applicable,
as such list may from time to time be amended.


 


“Servicing Shift
Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence
of indebtedness and/or agreements evidencing the indebtedness of a Borrower under such Servicing Shift Whole Loan including any
amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Other Securitization
will cause servicing to shift from this Agreement to the related Other Pooling and Servicing Agreement pursuant to the terms of
the related Intercreditor Agreement for such Servicing Shift Whole Loan. As of the Closing Date, the FedEx Ground Portfolio Pari
Passu Note A-1 will be a Servicing Shift Lead Note related to the Trust.


 



    -130-


     

    

 


“Servicing Shift
Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead
Note is included in a related Other Securitization, provided that such holder of a Servicing Shift Lead Note provides each
of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Other Securitization)
with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to be included
in such Other Securitization, which notice shall include contact information for each party to the related Other Pooling and Servicing
Agreement and the identity of the other related “controlling class representative” (or analogous term). The FedEx Ground
Portfolio Pari Passu Note A-1 Securitization Date is a Servicing Shift Securitization Date related to the Trust.


 


“Servicing Shift
Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will be
serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and servicing
agreement entered into in connection with the securitization of the related Controlling Companion Loan on and after the date of
such securitization. As of the Closing Date, the FedEx Ground Portfolio Mortgage Loan will be a Servicing Shift Mortgage Loan related
to the Trust.


 


“Servicing Shift
Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes the related Servicing
Shift Mortgage Loan included in the Trust Fund and one or more Pari Passu Companion Loans not included in the Trust Fund, but the
servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization
of the related Controlling Companion Loan on and after the date of such securitization. As of the Closing Date, the FedEx Ground
Portfolio Whole Loan will be a Servicing Shift Whole Loan related to the Trust.


 


“Servicing Standard”:
With respect to the Master Servicer and the Special Servicer, to diligently service and administer the applicable Mortgage Loans
(other than any Non-Serviced Mortgage Loans) or Serviced Whole Loans, Specially Serviced Loans (other than any Non-Serviced Mortgage
Loans) and Serviced REO Loans for which each is responsible in the best interests of and for the benefit of all of the Certificateholders
and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such
Certificateholders and Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole
Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan),
as determined by the Master Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment) in
accordance with applicable law, the terms of this Agreement, the applicable Loan Documents and any related Intercreditor Agreement,
and to the extent consistent with the foregoing, in accordance with the higher of the following standards of care:


 


(a)          the
same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,
as the case may be, services and administers similar mortgage loans for other third-party portfolios, and


 


(b)          the
same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and
administers similar mortgage loans owned, if any, by the Master Servicer or the Special Servicer, as the case may be.


 



    -131-


     

    

 


In either case, with
a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans or Serviced Whole Loans
or, in the case of Defaulted Loans, the maximization of timely recovery of principal and interest on a net present value basis
(determined in accordance with the Loan Documents or, if the Loan Documents are silent, at the Calculation Rate) on the applicable
Mortgage Loans or Serviced Whole Loans, and the best interests of the Trust and the Certificateholders and, in the case of any
Serviced Whole Loan, the related Serviced Companion Loan Noteholders, (as a collective whole as if such Certificateholders and
Serviced Companion Loan Noteholders, as applicable, constituted a single lender (and with respect to any Serviced Whole Loan with
a related Subordinate Companion Loan, taking into account the pari passu or subordinate nature of such Subordinate Companion Loan),
as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment in either case, giving
due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured
housing community mortgage loan servicers, but without regard to any potential conflict of interest arising from (a) any relationship
that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate of the Master Servicer or the Special Servicer,
may have with the related Borrower, any Mortgage Loan Seller, any other party to this Agreement or any Affiliate of the foregoing;
(b) the ownership of any Certificate or any interest in any Non-Serviced Companion Loan, Serviced Companion Loan or any mezzanine
loan related to a Mortgage Loan by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (c)
the Master Servicer’s obligation to make Advances; (d) the Master Servicer’s or the Special Servicer’s, as the
case may be, right to receive compensation for its services hereunder or with respect to any particular transaction; (e) the ownership,
servicing or management for others of any other mortgage loans or mortgaged properties by the Master Servicer or the Special Servicer
or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (f) any debt that the Master Servicer or the Special
Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable, has extended to any Borrower or an Affiliate
of any Borrower (including, without limitation, any mezzanine financing); (g) any option to purchase any Mortgage Loan or the related
Companion Loan the Master Servicer or Special Servicer, as the case may be, or any of its affiliates may have; (h) any obligation
of the Master Servicer, the Special Servicer or one of their respective Affiliates, to repurchase or substitute for a Mortgage
Loan as Mortgage Loan Seller (if the Master Servicer or the Special Servicer or one of their respective affiliates is a Mortgage
Loan Seller).


 


“Servicing Transfer
Event”: An event specified in the definition of Specially Serviced Loan.


 


“Significant
Obligor”: (a) Any obligor (as defined in Item 1101(i) of Regulation AB) or group of affiliated obligors on any Mortgage
Loan or group of Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage Pool (by principal balance
as of the Cut-off Date); or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage Loan or group
of cross-collateralized and/or cross-defaulted Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage
Pool (by principal balance as of the Cut-off Date). The Mortgaged Property securing the Mortgage Loan identified on the Mortgage
Loan Schedule as 8 Times Square & 1460 Broadway constitutes the only Significant Obligor related to the Trust.


 



    -132-


     

    

 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the related
Loan Documents. The parties to this Agreement acknowledge that in the event the Mortgaged Property securing any related Serviced
Companion Loan is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an
Other Securitization that includes such Serviced Companion Loan, the date on which such quarterly financial statements are required
to be delivered to the related lender under the related Mortgage Loan documents is, with respect to net operating income information,
for (A) each 8 Times Square & 1460 Broadway Companion Loan, 30 days following the end of each fiscal quarter, (B) each 229
West 43rd Street Retail Condo Companion Loan, 30 days following the end of each fiscal quarter, (C) the 60 Madison Avenue Companion
Loan, 30 days following the end of each fiscal quarter, (D) each Birch Run Premium Outlets Companion Loan, 45 days following the
end of each fiscal quarter and (E) each FedEx Ground Portfolio Companion Loan, 30 days following the end of each fiscal quarter,
in each case, subject to the terms of the related loan agreement.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end
of such calendar year.


 


“Similar Law”:
As defined in Section 5.02(k) of this Agreement.


 


“Small Loan
Appraisal Estimate”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan having a Stated Principal Balance of less than $2,000,000, the Special Servicer’s good faith estimate of the value of
the Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan, as certified to the Master Servicer by the Special Servicer.


 


“Sole Certificateholder”:
Any Holder (or Holders, provided they act in unanimity) holding 100% of the then-outstanding Certificates (including Certificates
with Certificate Balances that have been actually or notionally reduced by any Realized Losses or Appraisal Reduction Amounts,
but excluding the Class S and Class R Certificates) or an assignment of the Voting Rights thereof; provided that the Notional
Amounts or the Certificate Balances, as applicable, of the Class X-A, Class X-B and Class X-D Regular Interests and the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C and Class D Regular Interests have been reduced to zero;
provided, further, that if the Holders of the Class X-E, Class X-F and Class X-G Certificates have assigned all of
the Voting Rights of the Class X-E, Class X-F and Class X-G Certificates to the Holder of 100% of the then-outstanding Class E,
Class F, Class G, Class V1-E and Class V2 Certificates, then “Sole Certificateholder” shall mean the Holder of 100%
of the Class E, Class F, Class G, Class V1-E and Class V2 Certificates.


 


“Special Notice”:
Any (a) notice transmitted to Certificateholders pursuant to Section 5.05(c) of this Agreement, (b) notice of any request
by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer pursuant to Section 3.22(d)
of this Agreement, (c) notice of any request by at least 15% of the Voting Rights of the Certificates


 



    -133-


     

    

 


to terminate and replace
the Operating Advisor pursuant to Section 7.07(b) of this Agreement and (d) notice transmitted to Certificateholders pursuant
to Section 3.22(c) of this Agreement.


 


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded Special Servicer Mortgage
Loan) and any Serviced Companion Loans, KeyBank National Association, or its successor in interest, or any successor special servicer
appointed as provided herein and (ii) with respect to any Excluded Special Servicer Mortgage Loan, if any, the related Excluded
Special Servicer appointed pursuant to Section 3.22(j) of this Agreement, as applicable and as the context may require.


 


“Special Servicer
Major Decision”: Any Major Decision under clauses (a) through (h) of the definition of “Major Decision”.


 


“Special Servicer
Non-Major Decision”: Any of the following:


 


(a)          approving
leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements for leases
in excess of the lesser of (i) 30,000 square feet and (ii) 30% of the net rentable area at the related Mortgaged Property;


 


(b)          approving
material rights-of-way and material easements, and consent to subordination of the related Mortgage Loan or Serviced Whole Loan
to such material rights-of-way or easements;


 


(c)          agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a mortgage loan event of default
(but excluding non-monetary events of default other than defaults relating to transfers of interest in the Borrower or the existing
collateral or material modifications of the existing collateral), (ii) a modification of the type of defeasance collateral required
under the Mortgage Loan or Serviced Whole Loan documents other than direct, non-callable obligations of the United States would
be permitted or (iii) a modification that would permit a principal prepayment instead of defeasance if the applicable Loan Documents
do not otherwise permit such principal prepayment; provided that the foregoing is not otherwise a Major Decision;


 


(d)          approving
any waiver regarding the receipt of financial statements that involves permitting delivery of financial statements less than quarterly
or more than 60 days after the end of the calendar quarter;


 


(e)          any
requests for the disbursement of (i) earnouts or holdback amounts with respect to any Specially Serviced Loan that is not otherwise
a Major Decision and (ii) amounts from (A) any escrow accounts, reserve accounts, letters of credit or other collateral related
to hospitality property improvement plans or (B) earnout or performance escrows, reserves or holdbacks, in the case of clause
(ii)(A) and (ii)(B), relating to certain Mortgage Loans set forth on Exhibit Y of this Agreement;


 



    -134-


     

    

 


(f)           approving
any proposed modification or waiver of any material provision in the related loan documents governing the type, nature or amount
of insurance coverage required to be obtained and maintained by the related borrower;


 


(g)          approving
any casualty insurance settlements or condemnation settlements, and determining whether to apply casualty proceeds or condemnation
awards to the reduction of the debt rather than to the restoration of the Mortgaged Property;


 


(h)          agreeing
to any modification or amendment to any ground lease or any subordination, non-disturbance and attornment agreement relating to
any ground lease or any entry into a new ground lease with respect to a Mortgaged Property or determining whether to cure any default
by a Borrower under a ground lease; and


 


(i)           approving
any transfers of an interest in the Borrower, unless such transfer (i) is permitted under the terms of the related Loan Documents
without the exercise of any lender approval or discretion other than confirming the satisfaction of the other conditions to the
transfer set forth in the related Loan Documents that do not include any other approval or exercise of discretion, including a
consent to transfer to any subsidiary or Affiliate of such Borrower or to a Person acquiring less than a majority interest in such
Borrower, and (ii) does not involve incurring new mezzanine financing or a change in control of the Borrower;


 


provided, however,
with respect to clauses (a), (b), (c)(i) and (c)(ii) of this definition the Master Servicer shall evaluate
and process requests for any modifications described in such clauses and obtain the consent or deemed consent of the Special Servicer
as provided in the this Agreement.


 


Notwithstanding the foregoing,
the Master Servicer and Special Servicer may mutually agree as provided in this Agreement that the Master Servicer shall process
any of the foregoing matters (as well as any Special Servicer Major Decision) with respect to any non-Specially Serviced Loan (other
than a Non-Serviced Mortgage Loan). If the Master Servicer and Special Servicer mutually agree that the Master Servicer shall process
a Special Servicer Non-Major Decision, the Master Servicer shall obtain the Special Servicer’s prior consent to such Special
Servicer Non-Major Decision.


 


“Special Servicer
Servicing Personnel”: The divisions and individuals of any Special Servicer who are involved in the performance of the
duties of such Special Servicer under this Agreement.


 


“Special Servicer
Termination Event”: As defined in Section 7.01(b) of this Agreement.


 


“Special Servicing
Compensation”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
any of the Special Servicing Fee, Workout Fee, Liquidation Fee and any other fees, charges or other amounts which shall be due
to the Special Servicer that are expressly provided for in Section 3.12 of this Agreement.


 



    -135-


     

    

 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan (or Serviced REO Loan) for each calendar month (or portion thereof),
the fraction of the Special Servicing Fee Rate applicable to such month, or portion thereof (determined using the same interest
accrual methodology that is applied with respect to the Mortgage Rate for such Mortgage Loan for such month) multiplied by the
Stated Principal Balance of such Specially Serviced Loan as of the Due Date (without giving effect to all payments of principal
on such Specially Serviced Loan or Serviced REO Loan on such Due Date) in the Collection Period prior to such Distribution Date
(or, in the event that a Principal Prepayment in full or an event described in clauses (i)-(vii) under the definition of Liquidation
Proceeds has occurred with respect to any such Specially Serviced Loan or Serviced REO Loan on a date that is not a Due Date, on
the basis of the actual number of days to elapse from and including the most recently preceding related Due Date to but excluding
the date of such Principal Prepayment or Liquidation Proceeds event in a month consisting of 30 days). For the avoidance of doubt,
the Special Servicing Fee shall be deemed to be paid from the Lower-Tier REMIC with respect to the Mortgage Loans.


 


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and Serviced REO Loan, a rate equal to 0.25% per annum,
or, if such rate would result in a Special Servicing Fee that would be less than $3,500 in any given month, such higher rate as
would result in a Special Servicing Fee equal to $3,500 for such month.


 


“Specially Serviced
Loan”: Subject to Section 3.23 of this Agreement, any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Companion Loan with respect to which:


 


(a)          either
(i) with respect to such Mortgage Loan or Serviced Companion Loan, other than a Balloon Loan, a payment default shall have occurred
on such Mortgage Loan or Serviced Companion Loan at its Maturity Date or, if the Maturity Date of such Mortgage Loan or Serviced
Companion Loan has been extended in accordance herewith, a payment default occurs on such Mortgage Loan or Serviced Companion Loan
at its extended Maturity Date or (ii) with respect to a Balloon Loan, a payment default shall have occurred with respect to the
related Balloon Payment; provided that if (A) the related Borrower is diligently seeking a refinancing or sale of the related
Mortgaged Property or Mortgaged Properties and delivers, on or prior to the related Maturity Date or extended Maturity Date, a
statement to the that effect and delivers, within 30 days following the related Maturity Date or extended Maturity Date, a refinancing
commitment, letter of intent or otherwise binding application for refinancing from an acceptable lender or signed purchase agreement
reasonably acceptable to the Master Servicer (who will be required to promptly deliver a copy to the Special Servicer, the Operating
Advisor (if a Control Termination Event has occurred and is continuing) and the Directing Holder (but only for so long as no Consultation
Termination Event has occurred and is continuing), (B) the related Borrower continues to make its Assumed Scheduled Payment, (C)
no other Servicing Transfer Event shall have occurred with respect to such Mortgage Loan or Serviced Companion Loan and (D) for
so long as no Control Termination Event has occurred and is continuing, the Directing Holder consents, a Servicing Transfer Event
will not occur until the earlier of (1) 120 days beyond the related Maturity Date or extended Maturity Date and (2) the termination
of such transaction document;


 



    -136-


     

    

 


(b)          any
Periodic Payment (other than a Balloon Payment), or any amount due on a monthly basis as an Escrow Payment or reserve funds, is
60 days or more delinquent;


 


(c)          the
Master Servicer determines in its reasonable business judgment, exercised in accordance with the Servicing Standard, that (x) a
default consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant
risk of such default or (y) any other default that is likely to impair the use or marketability of the related Mortgaged Property
or the value of the Mortgaged Property as security for the Mortgage Loan or Serviced Companion Loan is reasonably foreseeable or
there is a significant risk of such default, which monetary or other default, in either case, would likely continue unremedied
beyond the applicable grace period (or, if no grace period is specified, for a period of 60 days) and is not likely to be cured
by the related Borrower within 60 days or, except as provided in clause (a)(ii) above, in the case of a Balloon Payment,
for at least 30 days;


 


(d)          the
related Borrower has become a subject of a decree or order of a court or agency or supervisory authority having jurisdiction in
the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the
appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs;


 


(e)          the
related Borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or relating to such Borrower of or relating to all or substantially
all of its property;


 


(f)          the
related Borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage
of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends
payment of its obligations;


 


(g)          a
default, of which the Master Servicer or Special Servicer has notice (other than a failure by such related Borrower to pay principal
or interest) and which in the opinion of the Master Servicer or Special Servicer (in the case of the Special Servicer, for so long
as no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder and, with respect to any
Serviced Whole Loan, in consultation with the related Serviced Companion Loan Noteholders to the extent provided for in the related
Intercreditor Agreement) materially and adversely affects the interests of the Certificateholders or any holder of a Serviced Companion
Loan, if applicable, occurs and remains unremedied for the applicable grace period specified in the Loan Documents for such Mortgage
Loan or Serviced Companion Loan (or if no grace period is specified for those defaults which are capable of cure, 60 days); or


 


(h)          the
Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related Mortgaged
Property (each of clause (a) through (h), a “Servicing Transfer Event”);


 



    -137-


     

    

 


provided, that such Mortgage
Loan or Serviced Companion Loan will cease to be a Specially Serviced Loan (each, a “Corrected Mortgage
Loan”) (i) with respect to the circumstances described in clauses (a) and (b) above, when the related Borrower
thereunder has brought such Mortgage Loan or Serviced Companion Loan current and thereafter made three consecutive full and
timely Periodic Payments, including pursuant to any workout of such Mortgage Loan or Serviced Companion Loan, (ii) with
respect to the circumstances described in clauses (c), (d), (e), (f) and (h) above, when such circumstances cease to exist in
the good faith judgment of the Special Servicer, or (iii) with respect to the circumstances described in clause (g) above,
when such default is cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the
Special Servicer; provided, in each case, that at that time no circumstance exists (as described above) that would
cause such Mortgage Loan or Serviced Companion Loan to continue to be characterized as a Specially Serviced Loan.


 


If a Servicing Transfer
Event exists with respect to any Mortgage Loan included in a Serviced Whole Loan, then it will also be deemed to exist with respect
to the related Serviced Companion Loans, and vice versa.


 


Notwithstanding the foregoing,
the Special Servicer may elect to deliver a written notice to the Master Servicer that a Mortgage Loan should be a Specially Serviced
Loan as a result of imminent default under clause (c) of “Servicing Transfer Event”. Upon receipt of any such
written notice, the Master Servicer shall deliver an officer’s certificate to each of the Depositor and the Special Servicer
with its determination of whether to transfer such Mortgage Loan to special servicing under clause (c) above and the reasons
for such determination, and such determination will be conclusive with respect to a servicing transfer at that time.


 


“Specific Grantor
Trust Assets”: The Class A-1 Specific Grantor Trust Assets, Class A-2 Specific Grantor Trust Assets, Class A-SB Specific
Grantor Trust Assets, Class A-3 Specific Grantor Trust Assets, Class A-4 Specific Grantor Trust Assets, Class X-A Specific Grantor
Trust Assets, Class X-B Specific Grantor Trust Assets, Class X-D Specific Grantor Trust Assets, Class X-E Specific Grantor Trust
Assets, Class X-F Specific Grantor Trust Assets, Class X-G Specific Grantor Trust Assets, Class B Specific Grantor Trust Assets,
Class C Specific Grantor Trust Assets, Class D Specific Grantor Trust Assets, Class E Specific Grantor Trust Assets, Class F Specific
Grantor Trust Assets, Class G Specific Grantor Trust Assets, Class S Specific Grantor Trust Assets, Class V1-A Specific Grantor
Trust Assets, Class V1-B Specific Grantor Trust Assets, Class V1-C Specific Grantor Trust Assets, Class V1-D Specific Grantor Trust
Assets, Class V1-E Specific Grantor Trust Assets and Class V2 Specific Grantor Trust Assets.


 


“Starbucks Center
Companion Loans”: As defined in the Preliminary Statement.


 


“Starbucks Center
Mortgage Loan”: As defined in the Preliminary Statement.


 


“Starbucks Center
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of November 1, 2016, among J.P. Morgan
Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan
Services, a Division of PNC Bank, National Association, as special servicer, Wilmington Trust, National Association, as trustee,
Wells Fargo Bank, National Association, as certificate administrator and custodian, Pentalpha Surveillance LLC, as operating advisor
and as


 



    -138-


     

    

 


asset representations reviewer, and entered into in connection with the JPMDB 2016-C4 Mortgage Trust.


 


“Starbucks Center
Service Providers”: With respect to the Starbucks Center Companion Loans, the related Other Trustee, Other Servicer,
Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest advances
in respect of such mortgage loan pursuant to any related Other Pooling and Servicing Agreement.


 


“Starbucks Center
Whole Loan”: The Starbucks Center Companion Loans, together with the Starbucks Center Mortgage Loan. References herein
to the Starbucks Center Whole Loan shall be construed to refer to the aggregate indebtedness under the related promissory notes
with respect to the Starbucks Center Mortgage Loan and the Starbucks Center Companion Loans.


 


“Startup Day”:
In the case of the Upper-Tier REMIC and the Lower-Tier REMIC, the day designated as such pursuant to Section 2.06(a) of
this Agreement.


 


“Stated Principal
Balance”: With respect to any Mortgage Loan, any Serviced Companion Loan or Serviced Whole Loan, as applicable, on any
date of determination, the principal balance as of the Cut-off Date of such Mortgage Loan, Serviced Companion Loan or Serviced
Whole Loan (or in the case of a Replacement Mortgage Loan, the outstanding principal balance as of the related date of substitution
and after application of all scheduled payments of principal and interest due on or before the related Due Date in the month of
substitution, whether or not received), as reduced (to not less than zero) on each Distribution Date by (i) all payments (or P&I
Advances in lieu thereof) of, and all other collections allocated as provided in Section 1.02 of this Agreement to, principal
of or with respect to such Mortgage Loan, the Serviced Companion Loan or Serviced Whole Loan, as applicable, that are distributed
to the Certificateholders on such Distribution Date or Serviced Companion Loan Noteholders on the related remittance date in the
same calendar month as such Distribution Date or applied to any other payments required under this Agreement or related Intercreditor
Agreement on or prior to such Distribution Date, and (ii) any principal forgiven by the Special Servicer (or with respect to a
Non-Serviced Mortgage Loan, by the related Other Special Servicer or other applicable servicer) and other principal losses realized
in respect of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan during the related Collection Period (or with
respect to a Non-Serviced Mortgage Loan, other principal losses realized in respect of such Non-Serviced Mortgage Loan during the
related Collection Period as determined in accordance with the terms of the Other Pooling and Servicing Agreement).


 


A Mortgage Loan or any
related REO Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution
Date on which Liquidation Proceeds, if any, are to be (or, if no such Liquidation Proceeds are received, would have been) distributed
to Certificateholders. The Stated Principal Balance of any Mortgage Loan or Serviced Whole Loan with respect to which the Master
Servicer or Special Servicer has made a Final Recovery Determination is zero.


 


“Sub-Servicer”:
Any Person engaged by the Master Servicer or the Special Servicer (including, for the avoidance of doubt, each Mortgage Loan Seller
Sub-Servicer and any


 



    -139-


     

    

 


primary servicer) to perform servicing activities with respect to one or more Mortgage Loans or REO Loans.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer,
on the other hand, relating to servicing and administration of the Mortgage Loans as provided in Section 3.01(c) of this
Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer or a Servicing Function Participant.


 


“Subject Loans”:
As defined in Section 11.02(a).


 


“Subordinate
Companion Loan”: With respect to any Whole Loan, any related subordinated loan not included in the Trust, which is subordinated
in right of payment to the related Mortgage Loan to the extent set forth in the related Intercreditor Agreement. The 10 Hudson
Yards Subordinate Companion Loans and the 667 Madison Avenue Subordinate Companion Loan are the only Subordinate Companion Loans
related to the Trust.


 


“Substitution
Shortfall Amount”: In connection with the substitution of one or more Replacement Mortgage Loans for one or more Removed
Mortgage Loans, the amount, if any, by which the Purchase Price or aggregate Purchase Price, as the case may be, for such Removed
Mortgage Loan(s) exceeds the initial Stated Principal Balance or aggregate initial Stated Principal Balance, as the case may be,
of such Replacement Mortgage Loan(s).


 


“Tax Returns”:
The federal income tax returns on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed by the Certificate Administrator on behalf of each of the Upper-Tier REMIC and the Lower-Tier REMIC due to its
classification as a REMIC under the REMIC Provisions and the federal income tax return to be filed by the Certificate Administrator
on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of subchapter J of the Code,
together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders
or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal law or Applicable State
and Local Tax Law.


 


“Terminated
Party”: As defined in Section 7.01(e) of this Agreement.


 


“Terminating
Party”: As defined in Section 7.01(e) of this Agreement.


 


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01 of this Agreement.


 


“Test”:
As defined in Section 11.01(b)(iii).


 



    -140-


     

    

 


“Third Party
Appraiser”: A Person performing an Appraisal.


 


“Third Party
Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental
report, seismic report, engineering report, structural report, property condition report or similar report, if any.


 


“Tranche Percentage
Interest”: With respect to (i) any Certificate (except the Class S Certificates) in relation to a Class of Certificates,
the ratio, expressed as a percentage, of (a) the initial denomination of such Certificate to (b) the initial maximum balance of
such Class of Certificates, as specified in the Preliminary Statement to this Agreement, and (ii) any Class S Certificate in relation
to such Class of Certificates, the percentage interest set forth on the face thereof.


 


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.02(l)(ii) of this Agreement.


 


“Transferor
Letter”: As defined in Section 5.02(l)(ii) of this Agreement.


 


“Trust”
or “Trust Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of (in
each case, to the extent of the Trust Fund’s interest therein and specifically excluding any interest of any Serviced Companion
Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage
Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property;
(v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection
Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest
Reserve Account and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged
Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans;
(xiii) the Lower-Tier Regular Interests and the Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent
such interest belongs to the related Borrower). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will
be an asset of the Trust.


 


“Trust Ledger”:
Amounts deposited in the Collection Account or a Serviced Whole Loan Collection Account and attributable to the Mortgage Loans
or related Serviced


 



    -141-


     

    

 


Whole Loan, respectively, which are maintained pursuant to Section 3.06(a) and Section 3.06(b)
of this Agreement, as applicable, and held on behalf of the Trustee on behalf of the Certificateholders or held on behalf of the
Trustee on behalf of the Certificateholders and related Companion Loan Noteholders, as applicable.


 


“Trust REMICs”:
The Lower-Tier REMIC and the Upper-Tier REMIC.


 


“Trustee”:
Wilmington Trust, National Association, in its capacity as Trustee, or its successor in interest, or any successor Trustee appointed
as herein provided.


 


“Trustee Personnel”:
The divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee under this Agreement.


 


“Underwriters”:
Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Academy Securities, Inc., and their respective successors in interest.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to Section 3.06(a) of this Agreement, as applicable, but that has not been recovered from the related Borrower
or otherwise from collections on or the proceeds of the Mortgage Loan or the applicable Serviced Whole Loan or Serviced REO Property
in respect of which the Advance was made.


 


“Unscheduled
Payments”: With respect to a Mortgage Loan and a Collection Period, all Net Liquidation Proceeds, Net Condemnation Proceeds
and Net Insurance Proceeds payable under such Mortgage Loan, the Purchase Price of any Mortgage Loan that is repurchased or purchased
pursuant to Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement, the Substitution Shortfall Amount
with respect to any substitution pursuant to Section 2.03(g) of this Agreement and any other payments under or with respect
to such Mortgage Loan not scheduled to be made, including Principal Prepayments received by the Master Servicer (but excluding
Prepayment Premiums or Yield Maintenance Charges, if any) during such Collection Period.


 


“Updated Appraisal”:
An Appraisal of a Mortgaged Property or Serviced REO Property, as the case may be, conducted subsequent to any appraisal performed
on or prior to the Cut-off Date and in accordance with Appraisal Institute standards, the costs of which shall be paid as a Servicing
Advance by the Master Servicer. Updated Appraisals shall be conducted by an Independent MAI appraiser selected by the Special Servicer.


 


“Updated Valuation”:
With respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan having a Stated Principal Balance
of $2,000,000 or higher, an Updated Appraisal. With respect to a Mortgage Loan having a Stated Principal Balance of less than $2,000,000,
an updated Small Loan Appraisal Estimate or an Updated Appraisal.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments


 



    -142-


     

    

 


received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portion
of any other collections (exclusive of payments by Borrowers) received on the Mortgage Loans and any REO Properties on or prior
to the related Determination Date whether in the form of Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds, net
income, rents, and profits from REO Property or otherwise, that were identified and applied by the master servicer as recoveries
of previously unadvanced principal of the related Mortgage Loan; provided, that all such Liquidation Proceeds and Insurance
Proceeds and Condemnation Proceeds will be reduced by any unpaid Special Servicing Fees, Liquidation Fees, any amount related to
the Loss of Value Payments to the extent that such amount was transferred into the Collection Account during the related Collection
Period, accrued interest on Advances and other additional trust fund expenses incurred in connection with the related Mortgage
Loan, thus reducing the Unscheduled Principal Distribution Amount.


 


“Upper-Tier
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(f) of this Agreement, which shall be entitled “Wells Fargo Bank,
National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for
the benefit of the Holders of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2, Upper-Tier
Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Upper-Tier Distribution
Account shall be an asset of the Upper-Tier REMIC.


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the Upper-Tier
Distribution Account and amounts held therein from time to time.


 


“U.S. Person”:
A citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury Regulations),
or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia,
including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject
to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence
on August 20, 1996 that have elected to be treated as U.S. Persons).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificateholder or Class of Certificateholders.
At all times during the term of this Agreement, the percentage of Voting Rights assigned to each Class shall be: (a) 98% to be
allocated among the Certificateholders of the respective Classes of Certificates (other than the Class X, Class S and Class R Certificates)
in proportion to the Certificate Balances (and solely in connection with any vote for purposes of determining whether to remove
the Special Servicer pursuant to Section 7.01(a) and the Operating Advisor pursuant to Section 7.07(a), taking into
account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant
to Section 4.08(a)) of their Certificates, (b) 2% to be allocated among the Certificateholders of the Class X-A, Class X-B,
Class X-D, Class X-E, Class X-F, Class X-G, Class V1-A, Class V1-B, Class V1-D, Class V1-E and Class V2


 



    -143-


     

    

 


Certificates (allocated
first, to each Class of Class X Regular Interests on a pro rata basis based on their respective outstanding Notional
Amounts at the time of determination, and then, to each Class of Corresponding Certificates with respect to such Class X
Regular Interest based on such Class of Certificates’ Class Percentage Interest of such Class X Regular Interest) and (c)
0%, in the case of the Class S and Class R Certificates.


 


“WAC Rate”:
With respect to any Distribution Date, a per annum rate equal to the fraction (expressed as a percentage) the numerator
of which is the sum for all Mortgage Loans of the product of (i) the Net Mortgage Rate for each such Mortgage Loan as of the first
day of the related Collection Period and (ii) the Stated Principal Balance of each such Mortgage Loan as of the first day of the
related Collection Period, and the denominator of which is the sum of the Stated Principal Balances of all Mortgage Loans as of
the first day of the related Collection Period (after giving effect to any payments received during any applicable grace period).


 


“Whole Loan”:
Each of the 8 Times Square & 1460 Broadway Whole Loan, the FedEx Ground Portfolio Whole Loan, the 229 West 43rd Street Retail
Condo Whole Loan, the Prudential Plaza Whole Loan, the 10 Hudson Yards Whole Loan, the 60 Madison Avenue Whole Loan, the Birch
Run Premium Outlets Whole Loan, the 80 Park Plaza Whole Loan, the 667 Madison Avenue Whole Loan, the Starbucks Center Whole Loan,
the Mills Fleet Farm Whole Loan and the Marriott Hilton Head Resort & Spa Whole Loan.


 


“Withheld Amount”:
With respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, and with respect to each Distribution Date occurring
in January of each calendar year that is not a leap year and February of each calendar year, unless in either case such Distribution
Date is the final Distribution Date, an amount equal to one day’s interest at the Net Mortgage Rate on the respective Stated
Principal Balance as of the Due Date in the month preceding the month in which such Distribution Date occurs, to the extent that
a Periodic Payment or a P&I Advance is made in respect thereof.


 


The Withheld Amount for
each applicable Distribution Date for each Mortgage Loan that does not accrue interest on a 30/360 basis will be equal to 1/31
of the interest accrued in respect of the immediately preceding Due Date, to the extent a Periodic Payment or P&I Advance is
made in respect thereof.


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or, with respect to Servicing Advances, any Serviced Whole
Loan, the amount of any Advance made with respect to such Mortgage Loan or Serviced Whole Loan on or before the date such Mortgage
Loan or Serviced Whole Loan becomes (or, but for the making of three monthly payments under its modified terms, would then constitute)
a Corrected Mortgage Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such
Advance is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced
Whole Loan becomes a Corrected Mortgage Loan and (ii) the amount of such Advance becomes an obligation of the related Borrower
to pay such amount under the terms of the modified Loan Documents.


 


“Workout Fee”:
An amount equal to the lesser of (1) 1.0% of each collection of interest and principal (including scheduled payments, prepayments
(provided that a repurchase or


 



    -144-


     

    

 


substitution by a Mortgage Loan Seller of a Mortgage Loan due to a Material Defect or a Material
Breach shall not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding
late payment charges, Default Interest and Excess Interest) received on a Specially Serviced Loan that becomes a Corrected Mortgage
Loan for so long as it remains a Corrected Mortgage Loan, pursuant to Section 3.12(c) of this Agreement and (2) $1,000,000,
in the aggregate with respect to any particular workout of a Specially Serviced Loan; provided that the Workout Fee with
respect to any Corrected Mortgage Loan shall be capped in accordance with Section 3.12(c) of this Agreement; provided,
further that no Workout Fee shall be payable by the Trust with respect to any Corrected Mortgage Loan if and to the extent
that the Corrected Mortgage Loan became a Specially Serviced Loan under clause (c) of the definition of “Specially Serviced
Loan” (and no other clause of such definition) and no event of default actually occurs, unless the Mortgage Loan or Serviced
Companion Loan is modified by the Special Servicer in accordance with the terms of this Agreement; provided, further
that if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Loan only because of an event described in clause
(a) of the definition of “Specially Serviced Loan” and the related collection of principal and interest is received
within 3 months following the related maturity date as a result of the related Mortgage Loan or Serviced Companion Loan being refinanced
or otherwise repaid in full, the Special Servicer shall not be entitled to collect a Workout Fee out of the proceeds received in
connection with such workout if such fee would reduce the amount available for distributions to Certificateholders, but the Special
Servicer may collect from the related Borrower and retain (x) a workout fee, (y) such other fees as are provided for in the related
Loan Documents and (z) other appropriate fees in connection with such workout. The total amount of Workout Fees payable by the
Trust with respect to any Corrected Mortgage Loan and with respect to any particular workout (assuming, for the purposes of this
calculation, that such Corrected Mortgage Loan continues to perform throughout its term in accordance with the terms of the related
workout) shall be reduced by the amount of any and all related Offsetting Modification Fees received by the Special Servicer as
additional servicing compensation relating to such Corrected Mortgage Loan; provided that the Special Servicer shall be
entitled to collect such Workout Fees from the Trust until such time it has been fully paid such reduced amount. For the avoidance
of doubt, the Mortgage Loan Seller will be required to pay a Workout Fee in connection with a repurchase or substitution to the
extent the Special Servicer was entitled to such a fee and such fee was unpaid immediately prior to such repurchase or substitution
or was previously paid by the Trust and was not reimbursed by the related Borrower immediately prior to such repurchase or substitution.
In furtherance of the foregoing, upon a Specially Serviced Loan becoming a Corrected Mortgage Loan, the Special Servicer shall
provide the Master Servicer with a calculation of the total amount of Workout Fees expected to be payable by the Trust with respect
to such Corrected Mortgage Loan throughout its term (which calculation shall be reasonably acceptable to the Master Servicer) and
the total amount of related Offsetting Modification Fees received by the Special Servicer.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge set forth in the
related Loan Documents; provided that, amounts shall be considered Yield Maintenance Charges pursuant to the allocation
set forth under Section 1.02(f) or Section 1.02(g), as applicable.


 


Section 1.02     Certain
Calculations. Unless otherwise specified herein, the following provisions shall apply:


 



    -145-


     

    

 


(a)          All
calculations of interest with respect to the Mortgage Loans and Serviced Companion Loans (other than the Actual/360 Loans) and
of Advances in respect thereof provided for herein shall be made on the basis of a 360-day year consisting of twelve 30-day months.
All calculations of interest with respect to the Actual/360 Loans and of Advances provided in respect thereof provided for herein
shall be made as set forth in the Loan Documents for such Mortgage Loans and, if applicable, Serviced Companion Loans, with respect
to the calculation of the related Mortgage Rate. The Servicing Fee, the Certificate Administrator/Trustee Fee, the CREFC®
Intellectual Property Royalty License Fee and the Operating Advisor Fee for each Mortgage Loan or Serviced Whole Loan, as
applicable, shall accrue on the same basis as interest accrues on such Mortgage Loan or Serviced Whole Loan, as applicable.


 


(b)          Any
Mortgage Loan or Serviced Whole Loan payment is deemed to be received on the date such payment is actually received by the Master
Servicer or the Certificate Administrator; provided, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan or Serviced Whole Loan are deemed to be received on the date they are applied
in accordance with Section 3.01(b) of this Agreement to reduce the Stated Principal Balance of such Mortgage Loan or Serviced
Whole Loan on which interest accrues.


 


(c)          Except
as otherwise provided in the related Loan Documents or Intercreditor Agreement, any amounts received in respect of a Mortgage Loan
or Serviced Whole Loan as to which a default has occurred and is continuing in excess of Periodic Payments shall be applied to
Default Interest and other amounts due on such Mortgage Loan or Serviced Whole Loan prior to the application to late fees.


 


(d)          Allocations
of payments between a Mortgage Loan and the related Serviced Companion Loans in a Whole Loan shall be made in accordance with the
related Intercreditor Agreement.


 


(e)          If
an expense under this Agreement relates in the reasonable judgment of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust Fund, any Trust REMIC
or the Grantor Trust or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or the actual payment of any REMIC tax or expense, or Grantor Trust tax or expense or this Agreement states that any expense is
solely “an expense of the Trust Fund” or words of similar import, then such expense shall not be allocated to, deducted
or reimbursed from, or otherwise charged against any Serviced Companion Loan Noteholder and such Serviced Companion Loan Noteholder
shall not suffer any adverse consequences as a result of the payment of such expense.


 


(f)          All
amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (other than an REO Loan) in the form of payments
from the related Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (exclusive, if applicable, in the
case of a Mortgage Loan that is part of a Serviced Whole Loan, of any amounts payable to the holder of the related Serviced Companion
Loan, pursuant to the related Intercreditor Agreement) shall be allocated to amounts due and owing under the related Loan Documents
(including for principal and accrued and unpaid interest) in accordance with the express


 



    -146-


     

    

 


provisions of the related Loan Documents
and, with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the related Intercreditor Agreement; provided,
that absent such express provisions, all such amounts collected (exclusive, if applicable, in the case of a Mortgage Loan that
is part of a Serviced Whole Loan, of any amounts payable to the holder of the related Serviced Companion Loan pursuant to the related
Intercreditor Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan in the
following order of priority:


 


(i)           as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund
Expenses with respect to such Mortgage Loan;


 


(ii)          as
a recovery of Nonrecoverable Advances and any interest at the Reimbursement Rate thereon to the extent previously paid or reimbursed
from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Principal Distribution
Amount);


 


(iii)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on such Mortgage
Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on such
Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable Mortgage Loan Interest
Accrual Period, over (B) the sum of (x) the cumulative amount of the reductions (if any) in the amount of related P&I Advances
for such Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection with Appraisal
Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant
to clause (v) below on earlier dates) and (y) Accrued AB Loan Interest;


 


(iv)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of such Mortgage Loan then due and
owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if such Mortgage Loan has
been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


(v)          as
a recovery of (i) accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d)
of this Agreement in connection with related Appraisal Reduction Amounts and (ii) Accrued AB Loan Interest (in each of clause
(i) and (ii), to the extent that collections have not been allocated as recovery of accrued and unpaid interest pursuant to this
clause (v) on earlier dates);


 


(vi)         as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating to such Mortgage Loan;


 



    -147-


     

    

 


(vii)        as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


(viii)       as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


(ix)         as
a recovery of any late payment charges and Default Interest and Excess Interest then due and owing under such Mortgage Loan;


 


(x)          as
a recovery of any Assumption Fees and Modification Fees then due and owing under such Mortgage Loan;


 


(xi)         as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees);


 


(xii)        as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


 


(xiii)       in
the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest.


 


provided that,
to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the Mortgage Loan
Seller’s rights under the related Loan Documents) with respect to any partial release of a Mortgaged Property (including
in connection with a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan (or Serviced Whole Loan)
exceeds 125% or would exceed 125% following any partial release (based solely on the value of real property and excluding personal
property and going concern value, if any) must be collected and allocated to reduce the Stated Principal Balance of the Mortgage
Loan (or Serviced Whole Loan) in the manner permitted by the REMIC Provisions.


 


(g)          Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of the costs of
operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of an REO Property
related to a Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Serviced Companion Loan pursuant
to the related Intercreditor Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage
Loan in the following order of priority:


 


(i)           as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund
Expenses with respect to such Mortgage Loan;


 


(ii)          as
a recovery of Nonrecoverable Advances and any interest at the Reimbursement Rate thereon to the extent previously allocated to
principal collections on


 



    -148-


     

    

 


the Mortgage Loans (as described in the first proviso in the definition of Principal Distribution Amount);


 


(iii)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related
Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable Mortgage Loan
Interest Accrual Period, over (B) the sum of (x) the cumulative amount of the reductions (if any) in the amount of related P&I
Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection with
Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest
pursuant to clause (v) below or clause (v) of Section 1.02(f) on earlier dates) and (y) Accrued AB Loan Interest;


 


(iv)         to
the extent not previously allocated pursuant to clause (i)-(ii) above, as a recovery of principal of the related Mortgage Loan
to the extent of its entire unpaid principal balance;


 


(v)          as
a recovery of (i) accrued and unpaid interest on the related Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d)
of this Agreement in connection with related Appraisal Reduction Amounts and (ii) Accrued AB Loan Interest (in each of clause
(i) and (ii), to the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest
pursuant to this clause (v) or clause (v) of Section 1.02(f) on earlier dates);


 


(vi)         as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under the related Mortgage Loan;


 


(vii)        as
a recovery of any late payment charges and Default Interest and Excess Interest then due and owing under the related Mortgage
Loan;


 


(viii)       as
a recovery of any Assumption Fees and Modification Fees then due and owing under the related Mortgage Loan;


 


(ix)         as
a recovery of any other amounts then due and owing under the related Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees); and


 


(x)          in
the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest.


 


(h)          The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (f) of this Section 1.02 shall be
determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of
any


 



    -149-


     

    

 


Mortgage Loan, or any REO Property pursuant to paragraph (g) of this Section 1.02 shall be determined by the Special
Servicer in accordance with the Servicing Standard.


 


(i)           All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans or a Mortgaged Property or
REO Property (including for purposes of the definition of “Servicing Standard”) shall be made in accordance
with the Loan Documents or, if the Loan Documents are silent, using the Calculation Rate.


 


(j)           For
purposes of calculations required herein, Excess Interest shall not be added to the outstanding principal balance of the Mortgage
Loans notwithstanding that the related Loan Documents may provide otherwise.


 


Section 1.03     Certain
Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Certificates or Regular
Interest outstanding at any time shall mean the most or next most subordinate Class of Certificates or Regular Interest then outstanding
as among the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and
Class G Certificates or the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class
E, Class F and Class G Regular Interests, as applicable. For purposes of this Agreement, each Class of Certificates (other than
the Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class S and Class R Certificates) and Regular Interests
(other than the Class X Regular Interests) shall be deemed to be outstanding only to the extent its respective Certificate Balance
has not been reduced to zero. For purposes of this Agreement, the Class S Certificates shall be outstanding so long as any ARD
Loan is outstanding. For purposes of this Agreement, the Class R Certificates shall be outstanding so long as the Trust Fund has
not been terminated pursuant to Section 9.01 of this Agreement or any other Class of Certificates or Regular Interest remains
outstanding. For purposes of this Agreement, each of the Class X Certificates and the Class X Regular Interests shall be deemed
to be outstanding until their respective Notional Amounts have been reduced to zero.


 


Notwithstanding anything
to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer or Special
Servicer that is subject to the consent or approval of the Directing Holder, or consultation with the Directing Holder, any Risk
Retention Consultation Party or the Operating Advisor, shall in each case be further subject to the determination by the Master
Servicer or Special Servicer that taking or refraining from taking the action as proposed by the Directing Holder, any Risk Retention
Consultation Party or the Operating Advisor or not taking such action as proposed by the Master Servicer or Special Servicer if
the Directing Holder fails to grant its consent or approval, or if the Directing Holder, any Risk Retention Consultation Party
or the Operating Advisor, as applicable, fail to express their concurrence, to any action proposed to be taken by the Master Servicer
or Special Servicer, in each case, is consistent with the Servicing Standard. In each case, (a) if the response by the Directing
Holder, any Risk Retention Consultation Party or the Operating Advisor hereunder is inconsistent with the Servicing Standard, the
Master Servicer or the Special Servicer shall take such action as is consistent with the Servicing Standard, and (b) if the Master
Servicer or Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders and,
in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders
and Serviced Companion Loan Noteholders, as applicable, constituted a single lender (and with respect to any


 



    -150-


     

    

 


Serviced Whole Loan
with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)), and
the Master Servicer or Special Servicer, as applicable, has made a reasonable effort to contact the Directing Holder, any Risk
Retention Consultation Party or the Operating Advisor, as applicable, it may take such action without waiting for a response from
the Directing Holder, any Risk Retention Consultation Party or the Operating Advisor, as applicable; provided that the Special
Servicer or Master Servicer, as applicable, shall provide the Directing Holder, any Risk Retention Consultation Party or the Operating
Advisor, if applicable, with prompt written notice following such action including a reasonably detailed explanation of the basis
for such action.


 


Section 1.04     Certain
Matters Relating to the Non-Serviced Mortgage Loans. Each Other Servicer, Other Special Servicer, Other Depositor, Other Operating
Advisor, Other Asset Representations Reviewer and Other Trustee, and any of their respective directors, officers, employees or
agents (as and to the same extent the securitization trust formed under the related Other Pooling and Servicing Agreement is required
to indemnify such parties in respect of other Mortgage Loans in the securitization trust formed under the related Other Pooling
and Servicing Agreement pursuant to the terms of the Other Pooling and Servicing Agreement) and each Other Securitization (collectively,
the “Other Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s
pro rata share (subject to the related Intercreditor Agreement) of any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection
with servicing and administration of or any actual or threatened legal action or claim relating to the related Non-Serviced Mortgage
Loan (or, with respect to the Other Operating Advisor, incurred in connection with the provision of services for the related Non-Serviced
Mortgage Loans) and the related non-serviced Mortgaged Property under the related Other Pooling and Servicing Agreement, this
Agreement or the related Intercreditor Agreement (but excluding any such losses allocable to the related Companion Loans); provided
that such indemnification will not extend to any losses, liabilities, costs or expenses: (i) specifically required to be borne
by such party, without right of reimbursement, pursuant to the terms of the related Other Pooling and Servicing Agreement; (ii)
incurred in connection with any legal action or claim against such party resulting from any breach of a representation or warranty
made by such person under the related Other Pooling and Servicing Agreement or (iii) incurred in connection with any legal action
or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of such Person’s
obligations and duties under the related Other Pooling and Servicing Agreement or the related Intercreditor Agreement or resulting
from negligent disregard of such obligations and duties.


 


In connection with the
securitization of any Serviced Companion Loan while it is a Serviced Companion Loan, upon the request of (and at the expense of)
the related Companion Loan Noteholders, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the
Trustee, as applicable, shall use reasonable efforts to cooperate with such Companion Loan Noteholders in attempting to cause the
related Borrower to provide information relating to the related Serviced Whole Loan and the related notes, and that such holders
reasonably determine to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


 



    -151-


     

    

 





On and after the FedEx Ground Portfolio
Pari Passu Note A-1 Securitization Date, the FedEx Ground Portfolio Whole Loan shall be a “Non-Serviced Whole Loan,”
each FedEx Ground Portfolio Companion Loan shall be a “Non-Serviced Companion Loan”, and the FedEx Ground Portfolio
Mortgage Loan shall be a “Non-Serviced Mortgage Loan”.


 


On each Servicing Shift Securitization
Date (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s)
designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related
Servicing Shift Whole Loan to the related Other Trustee under the related Other Pooling and Servicing Agreement and retain a copy
of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage Loan Seller or the
holder of the applicable Controlling Companion Loan that the applicable Servicing Shift Lead Note has been or is being securitized
on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer
of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items
specified in Sections 2.01(a)(xix) and (xx) for the related Servicing Shift Whole Loan, to the related Other Servicer
on the related Servicing Shift Securitization Date


 


Upon receipt of notice from the applicable
Mortgage Loan Seller or the holder of the applicable Controlling Companion Loan that the applicable Servicing Shift Lead Note has
been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian
with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate
with reasonable requests in connection with such transfer of) the Servicing File to the related Other Servicer identified to it
pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01    Conveyance
of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements. (a)  The Depositor, concurrently with the execution
and delivery hereof on the Closing Date, does hereby establish a trust designated as “CD 2016-CD2 Mortgage Trust,”
appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to the Trustee without
recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans,
including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in
real or personal property and whether tangible or intangible) in favor of the Depositor, and a security interest in all Reserve
Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent included or to be included in the Trust
Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due on or with
respect to the Mortgage Loans after the Cut-off Date and, in the case of a Mortgage Loan included in a Whole Loan, is subject
to the related Intercreditor Agreement. Transfer and assignment of a Non-Serviced Mortgage Loan and the right to service a Non-Serviced
Mortgage Loan is further subject to the terms and conditions of the Other Pooling and


 



    -152-


     

    

 


Servicing Agreement and the
related Intercreditor Agreement. The Depositor, concurrently with the execution and delivery hereof, does also hereby transfer,
assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein), for the benefit of
the Certificateholders and the Serviced Companion Loan Noteholders, all the right, title and interest of the Depositor in, to and
under the Mortgage Loan Purchase Agreements as provided therein (excluding Sections 6(e)-(g) of each Mortgage Loan Purchase
Agreement, the representations, warranties and covenants in favor of the Depositor set forth in clause (viii) of Section 4(b) of
each Mortgage Loan Purchase Agreement and the Depositor’s rights and remedies with respect to a breach thereof, and excluding
the Depositor’s rights and remedies under the Indemnification Agreements) to the extent related to any Mortgage Loan. The
Depositor shall cause the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts relating to the Mortgage Loans to be
transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the Mortgage Loan Sellers.


 


With respect to any Mortgage Loan that
is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2.01(a) serve
as an assignment and assumption agreement between the Depositor, as the assignor, and the Trustee on behalf of the Trust, as the
assignee. Accordingly, the Depositor hereby (and in accordance with and subject to all other applicable provisions of this Agreement)
assigns, grants, sells, transfers, delivers, sets over, and conveys to the Trustee all right, title and interest of the Depositor
in, to and arising out of the related Intercreditor Agreement and the Trustee on behalf of the Trust hereby accepts (subject to
applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of the Depositor
with respect to related Intercreditor Agreement from and after the Closing Date. In addition, the Trustee acknowledges that any
such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of this Agreement.


 


In connection with such transfer and
assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies to the Master Servicer and the Special
Servicer, the following documents or instruments with respect to each Mortgage Loan and each Serviced Companion Loan (which, except
for the Mortgage Note referred to in clause (i) below, relate to the Serviced Whole Loan) so assigned (provided,
the original of documents specified in clauses (xix) and (xx) shall be delivered to the Master Servicer):


 


(i)        (A) the
original Mortgage Note, bearing, or accompanied by, all prior or intervening endorsements, endorsed by the most recent endorsee
prior to the Trustee or, if none, by the Originator, without recourse, either in blank and further showing a complete, unbroken
chain of endorsement from the Originator or to the order of the Trustee in the following form: “Pay to the order of Wilmington
Trust, National Association, as Trustee, for the benefit of the Holders of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2016-CD2, without recourse”; and (B) in the case of each related Serviced Companion Loan, a copy
of the executed Mortgage Note for such Serviced Companion Loan;


 


(ii)      
(A) the original (or a copy thereof certified from the applicable recording office) of the Mortgage and, (B) if applicable,
the originals (or copies thereof certified from the applicable recording office) of any intervening assignments thereof
showing a complete chain of assignment from the Originator of the Mortgage Loan or Serviced


 



    -153-


     

    

 


Whole Loan to the most recent assignee of record thereof prior
to the Trustee, if any, in each case with evidence of recording indicated thereon;


 


(iii)             an
original or copy (if the related Mortgage Loan Seller or its designee, rather than the Custodian and its designee, is responsible
for the recording thereof) of an Assignment of Mortgage, in recordable form (except for missing recording information and, if delivered
in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to the Trustee or,
if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National
Association, as Trustee, for the benefit of the Holders of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2016-CD2” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion
Loan Noteholders);


 


(iv)            (A) an
original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable,
the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the Originator of the
related Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the Trustee, if any; and (B) an
original assignment of any related security agreement (if such item is a document separate from the related Mortgage) executed
by the most recent assignee thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee
in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of CD 2016-CD2
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2” (in such capacity and, with respect to any
Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders), which assignment may be included as part of
the corresponding Assignment of Mortgage referred to in clause (iii) above;


 


(v)             (A) stamped
or certified copies of any UCC financing statements and continuation statements which were filed in order to perfect (and maintain
the perfection of) any security interest held by the Originator of the Mortgage Loan or Serviced Whole Loan (and each assignee
of record prior to the Trustee) in and to the personalty of the Borrower at the Mortgaged Property (in each case with evidence
of filing or recording thereon) and which were in the possession of the related Mortgage Loan Seller (or its agent) at the time
the Mortgage Files were delivered to the Custodian, together with original UCC-3 assignments of financing statements showing a
complete chain of assignment from the secured party named in such UCC-1 financing statement to the most recent assignee of record
thereof prior to the Trustee, if any, and (B) if any such security interest is perfected and the earlier UCC financing statements
and continuation statements were in the possession of the related Mortgage Loan Seller, an assignment of UCC financing statement
by the most recent assignee of record prior to the Trustee or, if none, by the Originator, evidencing the transfer of such security
interest, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National Association, as
Trustee, for the benefit of the Holders of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2”
(in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders);
provided that other evidence of filing or recording reasonably acceptable to


 



    -154-


     

    

 


the Trustee may be delivered in lieu of delivering
such UCC financing statements including, without limitation, evidence of such filed or recorded UCC Financing Statement as shown
on a written UCC search report from a reputable search firm, such as CSC/LexisNexis Document Solutions, Corporation Service Company,
CT Corporation System and the like or printouts of on-line confirmations from such UCC filing or recording offices or authorized
agents thereof;


 


(vi)            the
original or a copy of the Loan Agreement relating to such Mortgage Loan, if any;


 


(vii)           the
original or a copy of the lender’s title insurance policy issued in connection with the origination of the Mortgage Loan,
together with all endorsements or riders (or copies thereof) that were issued with or subsequent to the issuance of such policy,
insuring the priority of the Mortgage as a first lien on the Mortgaged Property, or, subject to Section 2(d) of the applicable
Mortgage Loan Purchase Agreement, a “marked up” commitment to insure marked as binding and countersigned by the related
insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been accepted or
approved as binding in writing by the related title insurance company), or, subject to Section 2(d) of the applicable
Mortgage Loan Purchase Agreement, an agreement to provide the same pursuant to binding escrow instructions executed by an authorized
representative of the title company;


 


(viii)          (A) the
original or a copy of the related Assignment of Leases, Rents and Profits (if such item is a document separate from the Mortgage)
and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from
the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee of record thereof prior to the Trustee,
if any, in each case with evidence of recording thereon; and (B) an original or copy (if the related Mortgage Loan Seller
or its designee, rather than the Custodian and its designee, is responsible for the recording thereof) of an assignment of any
related Assignment of Leases, Rents and Profits (a “Reassignment of Assignment of Leases, Rents and Profits”)
(if such item is a document separate from the Mortgage), in recordable form (except for missing recording information and, if delivered
in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to the Trustee or,
if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National
Association, as Trustee, for the benefit of the Holders of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2016-CD2” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion
Loan Noteholders), which assignment may be included as part of the corresponding Assignment of Mortgage referred to in clause (iii)
above;


 


(ix)             the
original or copy of any environmental indemnity agreements and copies of any environmental insurance policies pertaining to the
related Mortgaged Property required in connection with origination of the related Mortgage Loan or Serviced Whole Loan and copies
of Environmental Reports;


 


(x)              copies
of the currently effective Management Agreements, if any, for the Mortgaged Properties;


 



    -155-


     

    

 


(xi)             if
the Borrower has a leasehold interest in the related Mortgaged Property, the original or copy of the ground lease (or, with respect
to a leasehold interest where the Borrower is a lessee and that is a space lease or an air rights lease, the original of such space
lease or air rights lease), and any related lessor estoppel or similar agreement or a copy thereof; if any;


 


(xii)            if
the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts
and the assignment thereof, if any, to the Trustee;


 


(xiii)           if
any related Lock-Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement, a copy thereof;
with respect to the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts, if any, a stamped or certified copy of the
UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest in the
Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds contained therein (and UCC-3 assignments of financing
statements assigning such UCC-1 financing statements to the Trustee in the following form: “Wilmington Trust, National Association,
as Trustee, for the benefit of the Holders of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
2016-CD2” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan
Noteholders));


 


(xiv)          originals
or copies of all assumption, modification, written assurance and substitution agreements, if any, with evidence of recording thereon
if appropriate, in those instances where the terms or provisions of the Mortgage, the Mortgage Note or any related security document
have been modified or the Mortgage Loan or Serviced Whole Loan has been assumed;


 


(xv)           the
original or a copy of any guaranty of the obligations of the Borrower under the Mortgage Loan or Serviced Whole Loan together with,
as applicable, (A) the original or copies of any intervening assignments of such guaranty showing a complete chain of assignment
from the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the Trustee, if any,
and (B) an original assignment of such guaranty executed by the most recent assignee thereof prior to the Trustee or, if none,
by the Originator;


 


(xvi)          the
original or a copy of the power of attorney (with evidence of recording thereon, if appropriate) granted by the related Borrower
if the Mortgage, Mortgage Note or other document or instrument referred to above was signed on behalf of the Borrower pursuant
to such power of attorney;


 


(xvii)         with
respect to each Whole Loan, a copy of the related Intercreditor Agreement and, if applicable, a copy of the related Other Pooling
and Servicing Agreement;


 


(xviii)        with
respect to hospitality properties, a copy of the franchise agreement, if any, an original or copy of the comfort letter, if any,
and if, pursuant to the terms of such comfort letter, the general assignment of the Mortgage Loan is not sufficient to transfer
or


 



    -156-


     

    

 


assign the benefits of such comfort letter to the Trust, a copy of the notice to the franchisor of the transfer of such Mortgage
Loan and/or a copy of the request for the issuance of a new comfort letter in favor of the Trust (in each case, as and to the extent
required pursuant to the terms of such comfort letter), with the original of any replacement comfort letter to be included in the
Mortgage File following receipt thereof by the Master Servicer;


 


(xix)           the
original (or copy, if the original is held by the Master Servicer or applicable Other Servicer pursuant to Section 2.01(c)
of this Agreement) of any letter of credit held by the lender as beneficiary or assigned as security for such Mortgage Loan or
Serviced Whole Loan;


 


(xx)            the
appropriate assignment or amendment documentation related to the assignment to the Trust of any letter of credit securing such
Mortgage Loan or Serviced Whole Loan (or copy thereof, if the original is held by the Master Servicer or applicable Other Servicer
pursuant to Section 2.01(c) of this Agreement) which entitles the Master Servicer on behalf of the Trust and the Companion
Noteholders (with respect to any Serviced Whole Loan) to draw thereon; and


 


(xxi)           with
respect to any Mortgage Loan with related mezzanine debt or other subordinate debt (other than a Companion Loan), a copy of the
related co-lender agreement, subordination agreement or other intercreditor agreement.


 


The original assignments referred to
in clauses (iii), (iv)(B), (viii)(B) and (xv)(B), may be in the form of one or more instruments in
recordable form in any applicable filing or recording offices.


 


Notwithstanding anything to the contrary
contained in this Section 2.01(a) or in Section 2.01(b), Section 2.01(c) or Section 2.02,
in connection with a Servicing Shift Whole Loan (1) instruments of assignment to the Trustee may be in blank and need not be recorded
or filed pursuant to this Agreement until the earliest of (i) the related Servicing Shift Securitization Date, in which case such
instruments shall be assigned and recorded in accordance with the related Other Pooling and Servicing Agreement, (ii) the date
such Servicing Shift Whole Loan becomes a Specially Serviced Loan, in which case assignments and recordations shall be effected
in accordance with this Section 2.01(a), and (iii) 180 days following the Closing Date, in which case assignments and
recordations shall be effected in accordance with this Section 2.01(a), (2) no letter of credit need be amended (including,
without limitation, to change the beneficiary thereon) until the earliest of (i) the related Servicing Shift Securitization Date,
in which case such amendment shall be in accordance with the related Other Pooling and Servicing Agreement, (ii) the date such
Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case such
amendment shall be effected in accordance with the terms of this Section 2.01, and (iii) 180 days following the Closing
Date, in which case such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following
such Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to the related Other Depositor,
at its own expense, shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian
to deliver the originals of all the Loan Documents relating to such Servicing Shift Whole Loan in its possession (other than the
original Note(s) evidencing such Servicing Shift Mortgage Loan) to the related Other Trustee or the related Other Custodian, (b)
if the right under clause (a) is


 






    -157-


     

    

 


exercised, required to cause the retention by or delivery to the Custodian of photocopies
of Loan Documents related to such Servicing Shift Whole Loan so delivered to such Other Trustee or such Other Custodian, (c) entitled
to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation,
execution and delivery) and recordation of instruments of assignment in the name of the related Other Trustee or related Other
Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of
any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate
with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and
items specified in clauses (xix) and (xx) of Section 2.01(a) for such Servicing Shift Whole Loan to the related
Other Servicer.


 


With respect to Serviced Whole Loans,
except for the Mortgage Note referred to in clause (i)(B) of the second preceding paragraph, only a single original
set of the Loan Documents specified above is required to be delivered. Notwithstanding anything herein to the contrary, with respect
to a Non-Serviced Mortgage Loan, any assignments or other transfer documents referred to in the third preceding paragraph as being
in favor of the Trustee shall instead be in favor of the applicable Other Trustee and (1) if the Custodian is not also the related
Non-Serviced Whole Loan Custodian, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage
Loan Seller to the Custodian of copies of the documents specified above (other than the Mortgage Note and intervening endorsements
evidencing a Non-Serviced Mortgage Loan, with respect to which the originals shall be required), including a copy of the Mortgage
securing the applicable Non-Serviced Mortgage Loan and copies of the companion notes or (2) if the Custodian is also the related
Non-Serviced Whole Loan Custodian, the preceding document delivery requirements shall be met by the delivery by the Mortgage Loan
Seller to the Custodian of only the original Mortgage Note and intervening endorsements evidencing such Non-Serviced Mortgage Loan
(and, if any document specified in Section 2.01(a) of this Agreement was not required to be delivered in connection with
the related Other Securitization, a copy of such document); provided that with respect to such Non-Serviced Mortgage Loan,
if Wells Fargo Bank, National Association ceases to be Custodian with respect to such Non-Serviced Mortgage Loan, it shall, upon
receipt of a request for release, provide the original note, allonge and intercreditor agreement and copies of all other Loan Documents
specified above to the successor Custodian.


 


With respect to the Mortgage Loans,
within 45 days after the Closing Date or, without limiting the requirements of the third paragraph of Section 2.01(b), after
such later date on which the Mortgage Loan Seller has received all the missing recording/filing information, each Mortgage Loan
Seller will, or will at the expense of such Mortgage Loan Seller retain a third party vendor to, except in the case of any Mortgage
Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit for recording in favor of the
Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of CD
2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2” (and with respect to a Serviced Whole
Loan, the related Serviced Companion Loan Noteholders) in the appropriate public recording office (a) each Assignment of Mortgage
referred to in Section 2.01(a)(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment
of Leases, Rents and Profits referred to in Section 2.01(a)(viii)(B) (if not otherwise included in the related
Assignment of Mortgage) which


 



    -158-


     

    

 


has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file
in the appropriate public filing office each UCC assignment of financing statement referred to in Section 2.01(a)(v)(B)
and (xiii) which has not yet been submitted for filing or recording. Each such document shall reflect that the recorded original
should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee
as an alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the
Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided
that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment
of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the
recorded original, at the expense of the Depositor. In the event that any such document or instrument in respect of any Mortgage
Loan is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the related Mortgage Loan Seller
shall promptly prepare or cause the preparation of a substitute thereof or cure or cause the curing of such defect, as the case
may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Custodian or such other
third party vendor as retained by the Mortgage Loan Seller for recording or filing, as appropriate, at such Mortgage Loan Seller’s
expense (as set forth in the related Mortgage Loan Purchase Agreement). In the event that any Mortgage Loan Seller receives the
original recorded or filed copy, each Mortgage Loan Seller will, promptly upon receipt of the original recorded or filed copy (and
in no event later than five Business Days following such receipt) deliver such original to the Custodian, with evidence of filing
or recording thereon. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where
the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment
of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations of the related Mortgage
Loan Seller under the applicable Mortgage Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian
of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment
of Assignment of Leases, Rents and Profits, if applicable.


 


If a Mortgage Loan Seller cannot deliver,
or cause to be delivered, as to any Mortgage Loan, the original or a copy of the related lender’s title insurance policy
referred to in Section 2.01(a)(vii) solely because such policy has not yet been issued, the delivery requirements of
this Section 2.01 will be deemed to be satisfied as to such missing item, and such missing item will be deemed to have
been included in the related Mortgage File by delivery to the Custodian of a binder marked as binding and countersigned by the
title insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been accepted
or approved as binding in writing by the related title insurance company) or an acknowledged closing instruction or escrow letter,
and the Mortgage Loan Seller will be required to deliver to the Custodian, promptly following the receipt thereof, the original
related lender’s title insurance policy (or a copy thereof). Copies of recorded or filed Assignments of Mortgage, Reassignments
of Assignment of Leases, Rents and Profits and UCC assignments of financing statements shall be held by the Custodian.


 


Subject to the third preceding paragraph,
all original documents relating to the Mortgage Loans which are not delivered to the Custodian are and shall be held by the Depositor
or the Master Servicer (or a sub-servicer on its behalf), as the case may be, in trust for the benefit


 



    -159-


     

    

 


of the Certificateholders
and, insofar as they also relate to the Serviced Companion Loans, on behalf of and for the benefit of the related Serviced Companion
Loan Noteholders. In the event that any such original document, or in the case of a Serviced Companion Loan, the original Mortgage
Note, is required pursuant to the terms of this Section to be a part of a Mortgage File in order to effectuate the purposes
of this Agreement, such document shall be delivered promptly to the Custodian.


 


(b)           In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver to and deposit with or cause to be delivered to and deposited with, (i) the Custodian, on or before the
Closing Date, subject to Section 2.01(a), for each Mortgage Loan so assigned the Mortgage Note (or a copy of the Mortgage
Note evidencing each related Serviced Companion Loan), the original or a copy of the related Mortgage, the original or a copy of
the title policy for each Mortgage Loan (subject to the second-to-last paragraph under Section 2.01(a)), a copy of
the related ground lease (or, with respect to a leasehold interest with respect to a space lease or air rights, a copy of the related
space lease or air rights lease), if applicable, for each Mortgage Loan and an original (or copy, if the original is held by the
Master Servicer pursuant to Section 2.01(c) or the Mortgage Loan is a Non-Serviced Mortgage Loan) of any letters of
credit held by the lender as beneficiary or assigned as security for the Mortgage Loan, and, except as otherwise provided in the
following paragraph, within 30 days following the Closing Date, the remaining applicable documents referred to in Section 2.01(a) for
each such Mortgage Loan or Serviced Companion Loan, in each case, with copies to the Master Servicer and (ii) the Master Servicer,
on or before the Closing Date, all documents and records that are part of each applicable Servicing File. If the applicable Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, such Mortgage Loan Seller
shall deliver a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof
has been lost or destroyed and an indemnification in favor of the Certificate Administrator, the Trustee and the Custodian.


 


If the applicable Mortgage Loan Seller
or the Depositor cannot deliver, or cause to be delivered, as to any Mortgage Loan (subject to any qualifications provided for
herein or in the related Mortgage Loan Purchase Agreement with respect to a Non-Serviced Mortgage Loan), the original or a copy
of any of the documents and/or instruments referred to in Section 2.01(a)(ii), Section 2.01(a)(iii), Section
2.01(a)(v), Section 2.01(a)(viii), Section 2.01(a)(xiv) and Section 2.01(a)(xvi) and the
UCC financing statements and UCC assignments of financing statements referred to in Section 2.01(a)(xiii), with evidence
of recording or filing thereon, solely because of a delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, or because such original recorded or filed document has been lost or returned
from the recording or filing office and subsequently lost, as the case may be, the delivery requirements of Section 2.01
shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in
the related Mortgage File, provided that a copy of such document or instrument (without evidence of recording or filing
thereon, but certified (which certificate may relate to multiple documents and/or instruments) by the applicable public recording
or filing office, the applicable title insurance company or the related Mortgage Loan Seller to be a true and complete copy of
the original thereof submitted for recording or filing, as


 



    -160-


     

    

 


the case may be) has been delivered to the Custodian within 60 days
after the Closing Date, and either the original of such missing document or instrument, or a copy thereof, with evidence of recording
or filing, as the case may be, thereon, is delivered to the Custodian within 180 days after the Closing Date (or within such
longer period after the Closing Date so long as the related Mortgage Loan Seller has provided the Custodian with evidence of such
recording or filing, as the case may be, or has certified to the Custodian as to the occurrence of such recording or filing, as
the case may be, and is, as certified to the Custodian no less often than quarterly, in good faith attempting to obtain from the
appropriate county recorder’s or filing office such original or copy, provided such extensions do not exceed 24 months in
the aggregate).


 


(c)            Notwithstanding
anything herein to the contrary, with respect to the documents referred to in Section 2.01(a)(xix) and Section 2.01(a)(xx)
of this Agreement, the Master Servicer shall hold (or the applicable Other Servicer with respect to any Non-Serviced Mortgage Loan
will hold) the original of each such document in trust on behalf of the Trust (or the applicable Other Trust with respect to any
Non-Serviced Mortgage Loan) in order to draw on such letter of credit on behalf of the Trust (or the applicable Other Trust with
respect to any Non-Serviced Mortgage Loan) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01 of this Agreement by delivering
the original of each such document to the Master Servicer (or the applicable Other Servicer with respect to any Non-Serviced Mortgage
Loan) who shall forward a copy of the applicable document to the Custodian (or the custodian in the applicable Other Securitization
with respect to any Non-Serviced Mortgage Loan). The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment
of such letter of credit (which amendment shall change the beneficiary of the letter of credit to the Trust (or the applicable
Other Trust with respect to any Non-Serviced Mortgage Loan) in care of the Master Servicer (or the applicable Other Servicer with
respect to any Non-Serviced Mortgage Loan)) required in order for the Master Servicer (or the applicable Other Servicer with respect
to any Non-Serviced Mortgage Loan) to draw on such letter of credit on behalf of the Trust (or the applicable Other Trust with
respect to any Non-Serviced Mortgage Loan). In the event that the documents specified in Section 2.01(a)(xx) of
this Agreement are missing with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loans) because the related assignment
or amendment documents have not been completed, the applicable Mortgage Loan Seller shall take all necessary steps to enable the
Master Servicer to draw on the related letter of credit on behalf of the Trust including, if necessary, drawing on the letter of
credit in its own name pursuant to written instructions from the Master Servicer and immediately remitting such funds (or causing
such funds to be remitted) to the Master Servicer.


 


(d)           With
respect to the Mortgage Loan secured by the Mortgaged Property identified as Loan No. 21 on the Mortgage Loan Schedule, which is
subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice
to or request of the related franchisor to transfer or assign any related comfort letter to the Trust or otherwise have a new comfort
letter issued in the name of the Trust, the related Mortgage Loan Seller or its designee will be required to provide any such required
notice or make any such required request to the related franchisor, with a copy of such notice or request to the Master Servicer,
or take any such other required action, in any event, within 45 days of the Closing Date (or any shorter period if required by
the applicable comfort letter), notify the related franchisor that such Mortgage Loan has been transferred to the Trust and request
a


 



    -161-


     

    

 


replacement comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter),
and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort
letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort
letter).


 


(e)           Each
Mortgage Loan Purchase Agreement shall provide that within 60 days after the Closing Date, each Mortgage Loan Seller shall deliver
or cause to be delivered an electronic copy of the Diligence File for each of its Mortgage Loans to (or as instructed by) the Depositor,
together with an index identifying each such document delivered, each such Diligence File being organized and categorized in accordance
with the electronic file structure reasonably agreed to by the Depositor and the related Mortgage Loan Seller. Each Mortgage Loan
Purchase Agreement shall further provide that within 60 days after the Closing Date, the applicable Mortgage Loan Seller shall
provide to the Depositor (together with copies (which may be sent by electronic mail) to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Asset Representations Reviewer) with a certificate stating that (i) the applicable
Mortgage Loan Seller has delivered or caused to be delivered an electronic copy of the Diligence File for each of its Mortgage
Loans, (ii) the Diligence File contains all documents and information required under the definition of “Diligence File”
and (iii) the Diligence File is organized and categorized in accordance with the electronic file structure reasonably agreed to
by the Depositor and the related Mortgage Loan Seller (the “Diligence File Certification”).


 


Section 2.02     Acceptance
by Custodian and the Trustee. By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to
it of the Mortgage Loans in good faith without notice of adverse claims and declares that the Custodian holds and will hold such
documents and all others delivered to it constituting the Mortgage File (to the extent the documents constituting the Mortgage
File are actually delivered to the Custodian) for any Mortgage Loan assigned to the Trustee hereunder in trust, upon the conditions
herein set forth, for the use and benefit of all present and future Certificateholders and Serviced Companion Loan Noteholders.


 


The Custodian hereby certifies to each
of the Directing Holder, the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor and each Mortgage Loan Seller that except as identified in the Custodian’s closing date certification,
which shall be delivered no later than two Business Days after the Closing Date substantially in the form attached as Exhibit N-1
to this Agreement, (i) each Mortgage Note (or copy thereof, with respect to any Serviced Companion Loan) is in its possession
and has been reviewed by the Custodian and (A) appears regular on its face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and
(C) purports to relate to such Mortgage Loan and (ii) each of the documents specified in Section 2.01(a)(ii)(A),
Section 2.01(a)(vii), Section 2.01(a)(xi) and Section 2.01(a)(xix) of this Agreement have been
received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not
been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans
identified in the Mortgage Loan Schedule. If the Custodian does not send a closing date certification on the Closing Date, it shall
send an email


 



    -162-


     

    

 


confirmation to the Trustee that it has received all of the Mortgage Notes (or copies or lost note affidavits as
permitted), subject to any exceptions noted therein, on the Closing Date.


 


On or about the 60th day following
the Closing Date (and, if any exceptions are noted, again on or about the 90th day following the Closing Date and monthly thereafter
until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on which all material exceptions have
been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased or substituted for the last affected
Mortgage Loan), the Custodian shall review each Mortgage File and shall certify to each of the Controlling Class Representative,
any other related Directing Holder, the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and each Mortgage Loan Seller in the form attached as Exhibit N-2
to this Agreement that all documents (other than documents referred to in clauses (xix) and (xx) of Section 2.01(a) of
this Agreement, which shall be delivered to the Master Servicer, and the documents referred to in clauses (iii), (iv)(B),
(v)(B) and (viii)(B) of Section 2.01(a) of this Agreement and the assignments of financing
statements referred to in clause (xiii) of Section 2.01(a) of this Agreement, which shall be delivered
for filing or recording by the related Mortgage Loan Seller as provided herein) referred to in Section 2.01(a) above
(in the case of the documents referred to in Section 2.01(a)(iv), Section 2.01(a)(vi), Section 2.01(a)(viii),
Section 2.01(a)(ix), Section 2.01(a)(x), Section 2.01(a)(xi), Section 2.01(a)(xii) through
Section 2.01(a)(xvi) and Section 2.01(a)(xviii) through Section 2.01(a)(xx) of this Agreement, as
identified to it in writing as a document required to be delivered by the related Mortgage Loan Seller) and any original recorded
documents included in the delivery of a Mortgage File have been received, have been executed, appear to be what they purport to
be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise
defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In so doing, the Custodian
may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature
thereon. With respect to any Non-Serviced Mortgage Loan, the Custodian shall only be required to certify to each of the Controlling
Class Representative, any other related Directing Holder, the Depositor, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and each Mortgage Loan Seller that the
document set forth in Section 2.01(a)(i) has been received, subject to the preceding provisions of this Section 2.02.


 


If at the conclusion of such review
any document or documents constituting a part of a Mortgage File have not been executed or received, have not been recorded or
filed (if required), are unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, appear not to be what they purport
to be or have been torn in any materially adverse manner or mutilated or otherwise defaced, the Custodian shall promptly so notify
(in the form attached as Exhibit M to this Agreement) the Trustee, the Directing Holder (but only if no Consultation
Termination Event has occurred and is continuing), the Depositor, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and the related Mortgage Loan Seller by providing a written
report, setting forth for each affected Mortgage Loan, with particularity, the nature of the defective or missing document. The
Depositor shall or shall cause the related Mortgage Loan Seller to deliver to the Custodian an executed, recorded or undamaged
document, as applicable, or, if the failure to deliver such


 



    -163-


     

    

 


document in such form constitutes a Material Defect, the Depositor
shall cause the related Mortgage Loan Seller to cure, repurchase or substitute for the related Mortgage Loan in the manner provided
in Section 2.03(e) of this Agreement. None of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian or the Trustee shall be responsible for any loss, cost, damage or expense to the Trust Fund resulting from any failure
to receive any document constituting a portion of a Mortgage File noted on such a report or for any failure by the Depositor to
use its best efforts to deliver any such document.


 


Contemporaneously with its execution
of this Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver a power of attorney substantially in the form
of Exhibit C to the applicable Mortgage Loan Purchase Agreement to the Master Servicer and Special Servicer, that permits
such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or
instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement
by the Trust Fund. Pursuant to the related Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required
to effect (at the expense of the applicable Mortgage Loan Seller) the assignment and recordation of its respective Loan Documents
until the assignment and recordation of all such Loan Documents has been completed.


 


In reviewing any Mortgage File pursuant
to the third preceding paragraph or Section 2.01 of this Agreement, the Master Servicer shall have no responsibility
to cause the Custodian or Trustee to, and the Custodian or Trustee will have no responsibility to, examine any opinions or determine
whether any document is legal, valid, binding, sufficient, duly authorized or enforceable, whether the text of any assignment or
endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether
any document has been recorded in accordance with the requirements of any applicable jurisdiction, whether a blanket assignment
is permitted in any applicable jurisdiction, or whether any Person executing any document or rendering any opinion is authorized
to do so or whether any signature thereon is genuine.


 


The Custodian shall hold that portion
of the Trust Fund delivered to the Custodian consisting of “instruments” (as such term is defined in Section 9-102
of the Uniform Commercial Code as in effect in Minnesota on the date hereof) in Minnesota and, except as otherwise specifically
provided in this Agreement, shall not remove such instruments from Minnesota unless it receives an Opinion of Counsel (obtained
and delivered at the expense of the Person requesting the removal of such instruments from Minnesota) that if the transfer of the
Mortgage Loans to the Trustee is deemed not to be a sale, after such removal, the Trustee will possess a first priority perfected
security interest in such instruments.


 


Section 2.03    Representations,
Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans. (a)  The Depositor hereby
represents and warrants that:


 


(i)              The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;


 


(ii)             The
Depositor has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has
the power and authority to


 



    -164-


     

    

 


execute, deliver and perform this Agreement and all the transactions contemplated hereby, including,
but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;


 


(iii)             This
Agreement has been duly and validly executed and delivered by the Depositor and assuming the due authorization, execution and delivery
of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal,
valid and binding obligations of the Depositor, enforceable in accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting
creditors’ rights generally, or by general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law);


 


(iv)            The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provision of its certificate of incorporation or bylaws, or any law or regulation to which the Depositor is subject, or conflict
with, result in a breach of or constitute a default under (or an event which with notice or lapse of time or both would constitute
a default under) any of the terms, conditions or provisions of any agreement or instrument to which the Depositor is a party or
by which it is bound, or any law, order or decree applicable to the Depositor, or result in the creation or imposition of any lien
on any of the Depositor’s assets or property, which would materially and adversely affect the ability of the Depositor to
carry out the transactions contemplated by this Agreement;


 


(v)             The
certificate of incorporation of the Depositor provides that the Depositor is permitted to engage in only the following activities:


 


(A)     to
acquire, own, hold, sell, transfer, assign, pledge and otherwise deal with the following: (I) “fully-modified pass-through”
certificates (“GNMA Certificates”) issued and guaranteed as to timely payment of principal and interest by the
Government National Mortgage Association (“GNMA”), a wholly-owned corporate instrumentality of the United States
within the Department of Housing and Urban Development organized and existing under Title III of the National Housing Act of 1934;
(II) Guaranteed Mortgage Pass-Through Certificates (“FNMA Certificates”) issued and guaranteed as to timely
payment of principal and interest by FNMA; (III) Mortgage Participation Certificates (“FHLMC Certificates”)
issued and guaranteed as to timely payment of interest and ultimate or full payment of principal by FHLMC; (IV) any other
participation certificates, pass-through certificates or other obligations or interests backed directly or indirectly by mortgage
loans and issued or guaranteed by GNMA, FNMA or FHLMC (collectively with the GNMA Certificates, FNMA Certificates and FHLMC Certificates,
the “Agency Securities”); (V) mortgage-backed securities, which securities need not be issued or guaranteed,
in whole or in part, by any governmental entity, issued by one or more private entities (hereinafter referred to as “Private
Securities”); (VI) mortgage loans secured by first, second or more junior liens on one-to-four family residential
properties, multifamily properties that are either rental apartment buildings or projects containing five or more


 



    -165-


     

    

 


residential units
or commercial properties, regardless of whether insured or guaranteed in whole or in part by any governmental entity, or participation
interests or stripped interests in such mortgage loans (“Mortgage Loans”); (VII) conditional sales contracts
and installment sales or loan agreements or participation interests therein secured by manufactured housing (“Contract”);
and (VIII) receivables of third-parties or other financial assets of third-parties, either fixed or revolving, that by their
terms convert into cash within a finite time period (“Other Assets”);


 


(B)     to
loan its funds to any person under loan agreements and other arrangements which are secured by Agency Securities, Private Securities,
Mortgage Loans, Contracts and/or Other Assets;


 


(C)     to
authorize, issue, sell and deliver bonds or other evidences of indebtedness that are secured by Agency Securities, Private Securities,
Mortgage Loans, Contracts and/or Other Assets;


 


(D)     to
authorize, issue, sell and deliver certificates evidencing beneficial ownership interests in pools of Agency Securities, Private
Securities, Mortgage Loans, Contracts and/or Other Assets; and


 


(E)      to
engage in any activity and to exercise any powers permitted to corporations under the laws of the State of Delaware that are incident
to the foregoing and necessary or convenient to accomplish the foregoing.


 


Capitalized terms defined in this clause (v) shall
apply only to such clause;


 


(vi)            There
is no action, suit, proceeding or investigation pending or threatened against the Depositor in any court or by or before any other
governmental agency or instrumentality which would materially and adversely affect the ability of the Depositor to carry out its
obligations under this Agreement;


 


(vii)           No
consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or
body, is required for the execution, delivery and performance by the Depositor of or compliance by the Depositor with this Agreement,
or if required, such approval has been obtained prior to the Cut-off Date; and


 


(viii)          The
Trustee, if not the owner of the related Mortgage Loan, will have a valid and perfected security interest of first priority in
each of the Mortgage Loans and any proceeds thereof.


 


(b)           The
Depositor hereby represents and warrants with respect to each Mortgage Loan that:


 


(i)              Immediately
prior to the transfer and assignment to the Trustee by the Depositor, the Mortgage Note and the Mortgage were not subject to an
assignment or pledge, and the Depositor had good title to, and was the sole owner of, the Mortgage Loan and had full right to transfer
and sell the Mortgage Loan to the Trustee free and clear of


 



    -166-


     

    

 


any encumbrance, equity, lien, pledge, charge, claim or security interest;
provided, that, in the case of a Non-Serviced Mortgage Loan, the related Mortgage has been (or will be) assigned to the
Other Trustee under the Other Pooling and Servicing Agreement for the benefit of the holders of securities issued in connection
with the related Other Securitization, as applicable;


 


(ii)              The
Depositor is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any
nature encumbering such Mortgage Loan;


 


(iii)             The
related Assignment of Mortgage constitutes the legal, valid and binding assignment of such Mortgage from the Depositor to the Trustee,
and any related Reassignment of Assignment of Leases, Rents and Profits constitutes the legal, valid and binding assignment from
the Depositor to the Trustee; and


 


(iv)            No
claims have been made by the Depositor under the lender’s title insurance policy, and the Depositor has not done anything
which would impair the coverage of such lender’s title insurance policy.


 


(c)           It
is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive delivery
of the respective Mortgage Files to the Custodian until the termination of this Agreement, and shall inure to the benefit of the
Certificateholders, any Serviced Companion Loan Noteholders, Certificate Administrator, the Trustee, the Custodian, the Master
Servicer and the Special Servicer.


 


(d)           If
the Master Servicer or the Special Servicer (i) receives a Repurchase Communication of a request or demand for repurchase
or replacement of a Mortgage Loan because of a Breach or a Defect (each as defined below) (any such request or demand, a “Repurchase
Request”, and the Master Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request,
the “Repurchase Request Recipient” with respect to such Repurchase Request); (ii) receives a Repurchase Communication
of a withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
(iii) receives a Repurchase Communication that any Mortgage Loan that was subject to a Repurchase Request has been repurchased
or replaced (a “Repurchase”), or (iv) receives a Repurchase Communication of the rejection of a Repurchase Request
(a “Repurchase Request Rejection”), then such Person shall deliver written notice of such Repurchase Request,
Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection (each such notice, a “Rule 15Ga-1 Notice”)
to the Depositor, the Master Servicer, the Special Servicer and the related Mortgage Loan Seller, in each case within ten Business
Days from such party’s receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase
or Repurchase Request Rejection, as applicable; provided, however, if the Master Servicer or the Special Servicer
receives notice of a Repurchase Request Withdrawal or Repurchase Request Rejection from the Special Servicer or the Master Servicer,
as applicable, then such receiving party shall have no obligation to deliver such notice to any other party.


 


Each Rule 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Communication of the Repurchase Request,
Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, was received


 


 



    -167-


     

    

 and (iii) in the case
of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, (B) if known, the basis for the
Repurchase Request (as asserted in the Repurchase Request) and (C) a statement from the Repurchase Request Recipient as to
whether it currently plans to pursue such Repurchase Request.


 


No Person that is required to provide
a Rule 15Ga-1 Notice pursuant to this Section 2.03(d) (a “Rule 15Ga-1 Notice Provider”)
shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided pursuant
to this Section 2.03(d) is so provided only to assist the related Mortgage Loan Seller, the Depositor and its Affiliates
to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or
regulation and (ii) (A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information
provided pursuant to this Section 2.03(d) by a Rule 15Ga-1 Notice Provider, shall be deemed to constitute a waiver
or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect to the related Mortgage
Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.


 


In the event that the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase
Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase
Communication of such Repurchase Request or Repurchase Request Withdrawal to the Master Servicer, if relating to a Performing Loan,
or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the
related correspondence: “This is a “Repurchase Request [Withdrawal]” under Section 2.03(d) of the
Pooling and Servicing Agreement relating to the CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
2016-CD2 requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”.
Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Master Servicer
or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient of such Repurchase Communication
of such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply with the procedures set forth in this
Section 2.03(d) with respect to such Repurchase Request or Repurchase Request Withdrawal. In no event shall the Custodian,
by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement
in connection with its review of the Mortgage File.


 


(e)           A
“Defect” shall exist with respect to a Mortgage Loan if any document constituting a part of the related Mortgage File
has not been delivered within the time periods provided for in the related Mortgage Loan Purchase Agreement, has not been properly
executed, is missing, does not appear to be regular on its face or contains information that does not conform in any material respect
with the corresponding information set forth in the Mortgage Loan Schedule. A “Breach” shall mean a breach of any representation
or warranty of any Mortgage Loan Seller made pursuant to the related Mortgage Loan Purchase Agreement with respect to any Mortgage
Loan. If any party hereto discovers or receives notice of a Defect or a Breach, and if such Defect is a Material Defect or such
Breach is a Material Breach, as


 



    -168-


     

    

 


applicable, then such party, on behalf of the Trust Fund, shall give prompt written notice thereof
(which notice shall be accompanied by a written demand to cure, repurchase or substitute in accordance with the applicable Mortgage
Loan Purchase Agreement) to the related Mortgage Loan Seller, the other parties hereto, the 17g-5 Information Provider (who shall
promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement),
the related Serviced Companion Loan Noteholder (if any) and, for so long as no Consultation Termination Event has occurred and
is continuing, the Directing Holder. If any such Defect or Breach materially and adversely affects the value of any Mortgage Loan,
the value of the related Mortgaged Property or the interests of the Trustee in any Mortgage Loan or Mortgaged Property, or causes
the related Mortgage Loan to be other than a Qualified Mortgage, then such Defect shall constitute a “Material Defect”
or such Breach shall constitute a “Material Breach,” as the case may be; provided, that if any of the documents
specified in Section 2.01(a)(i), Section 2.01(a)(ii), Section 2.01(a)(vii), Section 2.01(a)(xi)
and Section 2.01(a)(xix) of this Agreement are not delivered as required in the related Mortgage Loan Purchase Agreement,
it shall be deemed a Material Defect. The Custodian, the Certificate Administrator and the Trustee shall not be required to make
any such determination. Promptly upon receiving written notice of any such Material Defect or Material Breach with respect to a
Mortgage Loan, accompanied by a written demand to take the actions contemplated by this sentence from the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Custodian, on behalf of the Trust Fund, the applicable Mortgage Loan Seller shall, not later than 90 days from the
applicable Mortgage Loan Seller’s receipt of such notice of such Material Defect or Material Breach, as the case may be (or,
in the case of a Material Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than
90 days after the Mortgage Loan Seller or any party hereto discovering such Material Defect or Material Breach, provided that
the related Mortgage Loan Seller has received notice in accordance with the terms of the related Mortgage Loan Purchase Agreement)
(any such 90-day period, the “Initial Resolution Period”), (i) cure the same in all material respects,
(ii) repurchase the affected Mortgage Loan at the applicable Purchase Price in conformity with the applicable Mortgage Loan
Purchase Agreement or (iii) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, as
applicable, for which no substitution will be permitted) for such affected Mortgage Loan (provided that, in no event shall
such substitution occur later than the second anniversary of the Closing Date) and pay to the Master Servicer for deposit into
the Collection Account (or, with respect to any Serviced Whole Loan, the applicable Serviced Whole Loan Collection Account) any
Substitution Shortfall Amount in connection therewith; provided that if (i) such Material Defect or Material Breach
is capable of being cured but not within the Initial Resolution Period or, with respect to the immediately preceding proviso, the
time period set forth therein, (ii) such Material Defect or Material Breach is not related to any Mortgage Loan’s not
being a Qualified Mortgage, (iii) the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such
Material Defect or Material Breach within the Initial Resolution Period and (iv) the Mortgage Loan Seller has delivered to the
Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Certificate Administrator (who will promptly deliver
a copy of such officer’s certificate to the 17g-5 Information Provider), the Trustee, the Operating Advisor and, prior to
the occurrence of a Consultation Termination Event, the Directing Holder, an officer’s certificate that describes the reason
the cure was not effected within the initial 90-day period, then the Mortgage Loan Seller shall have an additional period equal
to the applicable Resolution Extension Period to complete such cure or, failing such cure,


 



    -169-


     

    

 


to repurchase the Mortgage Loan or substitute
a Qualified Substitute Mortgage Loan. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property
that is, in whole or in part, a hotel, restaurant (operated by a Borrower), healthcare facility, nursing home, assisted living
facility, theatre or fitness center (operated by a Borrower), then the failure to deliver to the Custodian copies of the UCC financing
statements with respect to such Mortgage Loan shall not be a Material Defect. With respect to the Non-Serviced Mortgage Loans,
the related Mortgage Loan Seller agrees that any Defect as such term is defined in the related Other Pooling and Servicing Agreement
(other than a Defect related to the promissory note for the related Companion Loan) will constitute a Defect under the related
Mortgage Loan Purchase Agreement.


 


Notwithstanding the foregoing, if there
is a Material Breach or Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the applicable
Mortgage Loan Seller will not be obligated to repurchase the Mortgage Loan and such Material Breach or Material Defect will be
considered Resolved if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions
in the related Loan Documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies)
satisfy the requirements, if any, set forth in the Loan Documents and the Mortgage Loan Seller provides an Opinion of Counsel to
the effect that such release would not cause an Adverse REMIC Event to occur and (iii) each applicable Rating Agency has provided
a Rating Agency Confirmation.


 


If a Mortgage Loan Seller, in connection
with a Material Defect or a Material Breach (or an allegation of a Material Defect or a Material Breach) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special
Servicer on behalf of the Trust (and with the consent of the Directing Holder if no Control Termination Event has occurred and
is continuing) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount
of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(e)
of this Agreement. In connection with any such determination with respect to any Performing Loan, the Master Servicer shall promptly
provide the Special Servicer, but in any event within the time frame and in the manner set forth in Section 3.23, with the
Servicing File and all information, documents (but excluding the original documents constituting the Mortgage File) and records
(including records stored electronically) relating to such Mortgage Loan or Serviced Whole Loan, as applicable, and reasonably
requested by the Special Servicer pursuant to Section 2.03 in order to permit the Special Servicer to calculate the
Loss of Value Payment. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available
to the Certificateholders and the Trustee on their behalf regarding any such Material Breach or Material Defect in lieu of any
obligation of the Mortgage Loan Seller to otherwise cure such Material Breach or Material Defect or repurchase or substitute for
the affected Mortgage Loan based on such Material Breach or Material Defect under any circumstances. This paragraph is intended
to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Trust, provided, that
(i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Trustee
from exercising any of its rights related to a Material Defect or a Material Breach in the manner and timing set forth in the related
Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase
or substitute


 



    -170-


     

    

 


for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the
affected Mortgage Loan, and (iii) a Material Defect or a Material Breach as a result of a Mortgage Loan not constituting a
Qualified Mortgage may not be cured by a Loss of Value Payment.


 


If any Breach pertains to a representation
or warranty to the effect that the related Mortgage Loan documents or any particular Mortgage Loan document requires the related
Borrower to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then
the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may be extended) by reimbursing
the Trust Fund (by wire transfer of immediately available funds) the reasonable amount of any such costs and expenses incurred
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust Fund that are incurred as
a result of such Breach and have not been reimbursed by the related Borrower; provided, however, that in the event
any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either repurchase or substitute
for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the immediately
preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon its making such
remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the extent any fees
or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the related Borrower,
the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses obtained from the related
Borrower shall promptly be returned to the related Mortgage Loan Seller.


 


(f)            In
connection with any repurchase of or substitution for a Mortgage Loan contemplated by this Section 2.03, (A) the
Custodian, the Master Servicer (with respect to any Performing Loan) and the Special Servicer (with respect to any Specially Serviced
Loan) shall each tender to the applicable Mortgage Loan Seller all portions of the Mortgage File (in the case of the Custodian)
and the Servicing File (in the case of the Master Servicer and the Special Servicer, as applicable) and other documents pertaining
to such Mortgage Loan possessed by it, upon delivery (i) to each of the Master Servicer or the Special Servicer, as applicable,
of a trust receipt and (ii) to the Custodian by the Master Servicer or the Special Servicer, as applicable, of a Request for
Release and an acknowledgement by the Master Servicer or Special Servicer, as applicable, of its receipt of the Purchase Price
or the Substitution Shortfall Amount from the applicable Mortgage Loan Seller, (B) each document that constitutes a part of
the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned without recourse in the form of endorsement
or assignment provided to the Custodian by the applicable Mortgage Loan Seller, as the case may be, to the applicable Mortgage
Loan Seller as shall be necessary to vest in the applicable Mortgage Loan Seller the legal and beneficial ownership of such Mortgage
Loan to the extent such ownership was transferred to the Trustee (provided, that the Master Servicer or Special Servicer,
as applicable, shall use reasonable efforts to cooperate in furnishing necessary information to the extent in its possession to
the Mortgage Loan Seller in connection with such Mortgage Loan Seller’s preparation of such endorsement or assignment) and
(C) the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall release, or cause a release
of, any escrow payments and reserve funds held by the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer, as applicable, or on the Trustee’s,


 



    -171-


     

    

 


the Certificate Administrator’s, the Master Servicer’s and the
Special Servicer’s, as applicable, behalf, in respect of such Mortgage Loan to the applicable Mortgage Loan Seller.


 


(g)           The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee, use reasonable efforts to enforce the obligations
of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, shall be carried out in accordance with the Servicing Standard.
The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as the case may be, shall be reimbursed
for the reasonable costs of such enforcement: first, pursuant to Section 3.06 of this Agreement (with respect
to the related Mortgage Loan), out of the related Purchase Price or Substitution Shortfall Amount, as applicable, to the extent
that such expenses are a specific component thereof; and second, if at the conclusion of such enforcement action it is determined
that the amounts described in clause first are insufficient, then pursuant to Section 3.06 of this Agreement,
out of general collections on the Mortgage Loans on deposit in the Collection Account in each case with interest thereon at the
Reimbursement Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed. To the extent
the applicable Mortgage Loan Seller prevails in such proceeding, such Mortgage Loan Seller shall be entitled to reimbursement from
the Trust for all necessary and reasonable costs and expenses incurred in connection with such proceeding, including reasonable
attorneys’ fees.


 


So long as document exceptions are
outstanding, on each anniversary of the Closing Date, the Custodian shall prepare and forward to the Depositor, the Trustee, the
Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Controlling Class Representative (as identified to the Custodian by the Certificate Administrator), any other related Directing
Holder, and the applicable Mortgage Loan Seller, a document exception report setting forth the then current status of any Defects
related to the Mortgage Files pertaining to the Mortgage Loans sold by such Mortgage Loan Seller.


 


As to any Qualified Substitute Mortgage
Loan, the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans
and REO Properties) shall direct the related Mortgage Loan Seller to deliver to the Custodian for such Qualified Substitute Mortgage
Loan (with a copy to the Master Servicer), the related Mortgage File with the related Mortgage Note endorsed as required by Section 2.01(a)(i)
hereof. Periodic Payments due with respect to Qualified Substitute Mortgage Loans in or prior to the month of substitution shall
not be part of the Trust Fund and, if received by the Master Servicer, shall be remitted by the Master Servicer to the related
Mortgage Loan Seller on the next succeeding Distribution Date. For the month of repurchase or substitution, distributions to Certificateholders
will include the Periodic Payment(s) due on the related Removed Mortgage Loan, if and to the extent received by the Master Servicer
or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, as applicable, and
such Mortgage Loan Seller shall be entitled to retain all amounts received thereafter in respect of such Removed Mortgage Loan.


 


In any month in which a Mortgage Loan
Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Removed Mortgage Loans, the Master Servicer
will determine the applicable Substitution Shortfall Amount and promptly notify the Certificate


 



    -172-


     

    

 


Administrator thereof. Promptly
upon receipt of such notice, the Certificate Administrator shall direct such Mortgage Loan Seller to deposit into the Collection
Account and/or the applicable Serviced Whole Loan Collection Account, as applicable, cash equal to such amount concurrently with
the delivery of the Mortgage Files for such Qualified Substitute Mortgage Loans, without any reimbursement thereof. The Certificate
Administrator shall also direct such Mortgage Loan Seller to give written notice to the Depositor, the Trustee and the Master Servicer
of such deposit. The Certificate Administrator shall cause its Distribution Date Statement to reflect the removal of each Removed
Mortgage Loan and, if applicable, the substitution of the Qualified Substitute Mortgage Loan. Upon any such substitution, the Qualified
Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects.


 


It is understood and agreed that Section 6
of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders and the Trustee on behalf
of the Certificateholders respecting any Breach (including a Breach with respect to a Mortgage Loan failing to constitute a Qualified
Mortgage) or any Defect.


 


(h)           In
the event that any litigation is commenced which alleges facts which, in the judgment of the Depositor, could constitute a breach
of any of the Depositor’s representations and warranties relating to the Mortgage Loans, the Depositor hereby reserves the
right to conduct the defense of such litigation at its expense and shall not be required to obtain any consent from the Master
Servicer, the Special Servicer or the Directing Holder, unless such defense results in any liability of the Master Servicer, the
Special Servicer or the Directing Holder, as applicable.


 


(i)            If
for any reason a Mortgage Loan Seller fails to fulfill its obligations under the related Mortgage Loan Purchase Agreement with
respect to any Mortgage Loan, the Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to
Specially Serviced Loans) shall use reasonable efforts in enforcing any obligation of such Mortgage Loan Seller (including but
not limited to) to cure, repurchase or substitute for such Mortgage Loan under the terms of the related Mortgage Loan Purchase
Agreement all at the expense of such Mortgage Loan Seller.


 


(j)            [Reserved].


 


(k)           (i) In
the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor) that
a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Breach or Material Defect
with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”),
such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer, and
the Enforcing Servicer shall promptly forward that Repurchase Request to the related Mortgage Loan Seller and each other party
to this Agreement and take the actions required under Section 2.03(e). Subject to Section 2.03(l), the Enforcing
Servicer shall be the Enforcing Party with respect to the Certificateholder Repurchase Request. If a Resolution Failure occurs
with respect to the Certificateholder Repurchase Request, the provisions described below under Section 2.03(l) shall apply.


 



    -173-


     

    

 


(ii)             In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as Operating Advisor) has knowledge of a Material Breach or Material Defect with respect to a Mortgage
Loan, that party shall deliver prompt written notice of such Material Breach or Material Defect to the Master Servicer and the
Special Servicer, and the Enforcing Servicer shall promptly forward to each other party to this Agreement and the related Mortgage
Loan Seller, identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase
Request” and, each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, a “Repurchase
Request”). Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to the
PSA Party Repurchase Request. If a Resolution Failure occurs with respect to the PSA Party Repurchase Request, the provisions described
below under Section 2.03(l) shall apply.


 


(iii)           In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(such event, a “Resolution Failure”), and for all purposes herein, such Resolution Failure shall be deemed to
have occurred. Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request
is sent to the related Mortgage Loan Seller.


 


(iv)           Within
two (2) Business Days after a Resolution Failure occurs with respect to a PSA Party Repurchase Request made by any party other
than the Special Servicer or a Certificateholder Repurchase Request made by any Certificateholder other than the Directing Holder
or a Controlling Class Certificateholder, in each case, related to a Performing Loan, the Master Servicer shall send a written
notice (a “Master Servicer Proposed Course of Action Notice”) to the Special Servicer, indicating the Master
Servicer’s analysis and recommended course of action with respect to such Repurchase Request, along with the Servicing File
and all information, documents (but excluding the original documents constituting the Mortgage File) and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating to such Performing Loan and, if applicable, the
related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise reasonably available to the Master
Servicer, and reasonably requested by the Special Servicer to enable it to assume its duties hereunder to the extent set forth
hereunder for such Performing Loan. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File,
the Special Servicer shall become the Enforcing Servicer with respect to such Repurchase Request.


 


(l)            (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a
notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address
specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator, who shall
make such notice available to all other Certificateholders and Certificate Owners (by posting such notice on the Certificate Administrator’s
Website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed
Course of Action”). If the Master Servicer is the Enforcing Servicer, the Master Servicer may (but shall not be obligated
to) consult with the


 



    -174-


     

    

 


Special Servicer and (for so long as no Consultation Termination Event has occurred and is continuing) the
Directing Holder regarding any Proposed Course of Action. Such notice shall include (a) a request to Certificateholders to indicate
their agreement with or dissent from such Proposed Course of Action by clearly marking “agree” or “disagree”
to the Proposed Course of Action on such notice within 30 days of the date of such notice and a disclaimer that responses received
after such 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees
with the Proposed Course of Action, the Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances
where a Certificateholder is acting as the Enforcing Party) shall be compelled to follow the course of action agreed to and/or
proposed by the majority of the responding Certificateholders that involves referring the matter to mediation or arbitration, as
the case may be, (c) a statement that responding Certificateholders will be required to certify their holdings in connection with
such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such Proposed
Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their responses
to the applicable Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall within three (3)
Business Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders and
share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received and clearly
indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall
not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with the
Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders
regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection
with this Section 2.03(l) shall be limited solely to tabulating Certificateholder responses of “agree” or “disagree”
to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate
Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation
of the majority of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect
to the Repurchase Request does not involve pursuing further action to exercise rights against the applicable Mortgage Loan Seller
with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or
Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration,
or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable
Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other
Certificateholder (other than a Holder of the RRI Interest) or Certificate Owner does not agree with the dispute resolution method
selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate
Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”)
within 30 days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the
“Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either
mediation or arbitration. In the event any Certificateholder or Certificate Owner entitled to do so delivers a Preliminary Dispute
Resolution Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate
Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses shall be considered Preliminary
Dispute Resolution


 



    -175-


     

    

 


Election Notices supporting the Proposed Course of Action for purposes of determining the course of action proposed
by the majority of Certificateholders.


 


(ii)           If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do so
delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or
Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer shall be the sole party obligated and entitled to determine a course of action, including but not limited
to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation rights
of the Directing Holder pursuant to Section 6.08.


 


(iii)          Promptly
and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial
Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a) and (b),
a “Requesting Certificateholder”), the Enforcing Servicer will be required to consult with each Requesting Certificateholder
regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or arbitration
as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”)
so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase
Request and possible dispute resolution methods, such discussions to occur and be completed no later than 10 Business Days following
the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems
to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than 5 Business
Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the
Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final
Dispute Resolution Election Notice”).


 


(iv)          If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action, including but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)           If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely delivers a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders will be entitled to make all decisions relating to
such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the
terms of this Agreement within 30 days after


 



    -176-


     

    

 


delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer,
then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or
Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course
of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then
the related Material Breach or Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage
Loan Purchase Agreement; provided, however, that such Material Breach or Material Defect shall not be deemed waived
with respect a Requesting Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the
extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course of Action
Notice is posted on the Certificate Administrator’s Website and (iii) if the Proposed Course of Action Notice had indicated
a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall again become the Enforcing
Party and, as such, shall be the sole party obligated and entitled to determine a course of action including, but not limited to,
enforcing the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)          Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) will not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)         In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller; provided that the degree and extent to which the Enforcing
Servicer actively prepares for and participates in such proceeding shall be determined by such Enforcing Servicer in consultation
with the Directing Holder, provided that a Consultation Termination Event has not occurred and is continuing, and in accordance
with the Servicing Standard. For the avoidance of doubt, the Depositor, the Mortgage Loan Sellers and any of their respective Affiliates
shall not be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(viii)        The
Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting
Certificateholder may not elect to then utilize the alternative method in the event that the initial method is unsuccessful.


 


(ix)           If
(i) a Repurchase Request is made with respect to any Mortgage Loan based on any particular alleged Material Breach or Material
Defect, (ii) a Resolution Failure is deemed to occur with respect to such Repurchase Request, and (iii) if either (A) a mediation
or arbitration is undertaken with respect to such Repurchase Request or (B) the Certificateholders and Certificate Owners cease
to have a right to refer such Repurchase Request to mediation or arbitration, in either case in accordance with the provisions
of this Agreement, then no Certificateholder or Certificate Owner may make any subsequent Repurchase Request with respect to such
Mortgage Loan based on the


 



    -177-


     

    

 


same alleged Material Breach or Material Defect unless there is a material change in the facts and circumstances
known to such party.


 


(x)            The
Depositor, the Mortgage Loan Seller and any of their respective Affiliates shall not be entitled to be an Initial Requesting Certificateholder
or a Requesting Certificateholder.


 


(m)           If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)             The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
in accordance with published mediation procedures (the “Mediation Rules”) promulgated by a nationally recognized
mediation services provider selected by the Mortgage Loan Seller (such provider, the “Meditation Services Provider”).


 


(ii)            The
mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and commercial real estate finance or commercial mortgage-backed securitization matters or other complex
commercial transactions, and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon
being supplied a list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the
right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)           The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(iv)           The
expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(n)           If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)            The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated by a nationally
recognized arbitration services provider selected by the Mortgage Loan Seller (such provider, the “Arbitration Services
Provider”).


 


(ii)            The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation and commercial real estate finance or commercial mortgage-backed securitization matters or other complex
commercial transactions, and who will be appointed from a list of neutrals


 



    -178-


     

    

 


maintained by the Arbitration Services Provider. Upon
being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right
to exercise two peremptory challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The
Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)           Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)          After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil
Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing
motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)           Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good
faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and
in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided, that the arbitrator shall have the ability to
grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that
such additional discovery is reasonable and necessary.


 


(vi)          The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Election Notice at the Prime Rate. In its final
determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost
of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the
parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall
be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final determination
of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted under
federal or state law, and may be enforced in any court of competent jurisdiction.


 



    -179-


     

    

 


(vii)         By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)        No
person may bring a putative or certificated class action to arbitration.


 


(o)           The
following provisions will apply to both mediation and third-party arbitration:


 


(i)             Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties.


 


(ii)            If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then it the Supreme Court of the State of New York for the County
of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)          The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for
any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and will not be disclosed or shared with any
third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required
in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory requirement
or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party
(other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party
to the resolution procedure and will provide the other party with a reasonable opportunity to object to the production of its confidential
information.


 


(iv)          In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any
arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party;
provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceedings
shall be determined by such Enforcing Servicer in consultation with the Directing Holder, provided that a Consultation Termination
Event has not occurred and is continuing, and in accordance with the Servicing Standard. All amounts recovered by the Enforcing
Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and


 



    -180-


     

    

 


deposited in the Collection Account. The agreement
with the arbitrator or mediation, as the case may be, will provide that in the event a Requesting Certificateholder is allocated
any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation,
neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses allocated
to the Requesting Certificateholder.


 


(v)           In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder shall be required to pay any
expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear
in the mediation proceedings.


 


(vi)          The
Trust (or the Trustee or the Enforcing Party acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation or
arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)          For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan or the exercise of any rights of a Directing Holder (including
without limitation, a liquidation, foreclosure, negotiation of a loan modification or workout, acceptance of a discounted pay off
or deed in lieu, or bankruptcy or other litigation).


 


(viii)          For
the avoidance of doubt, any expenses required to be borne by or allocated to the Enforcing Servicer in mediation or arbitration
or related responsibilities under this Agreement shall be reimbursable as Additional Trust Fund Expenses.


 


Section 2.04     Representations,
Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor and the Asset Representations Reviewer. (a) The Master Servicer, as Master Servicer, hereby represents and warrants
with respect to itself to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor, the
Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor and the Serviced
Companion Loan Noteholders, as of the Closing Date, that:


 


(i)             The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each state (within the United States of America)
in which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 



    -181-


     

    

 


(ii)            The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform its
obligations under this Agreement or its financial condition;


 


(iii)           The
Master Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)           This
Agreement, assuming due authorization, execution and delivery by the Trustee, the Paying Agent, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Special Servicer and the Depositor, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity
or at law;


 


(v)            The
Master Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default, in the Master Servicer’s reasonable judgment is likely
to materially and adversely affect the financial condition or operations of the Master Servicer or its properties taken as a whole
or its ability to perform its duties and obligations hereunder;


 


(vi)            No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment
is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement
or the financial condition of the Master Servicer;


 


(vii)           No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions
of the Master Servicer contemplated by this Agreement, except for any consent, approval, authorization or order which has been
obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Master Servicer to perform
its obligations hereunder;


 



    -182-


     

    

 


(viii)          Each
officer and employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans
or Serviced Whole Loans is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage
required by this Agreement or the Master Servicer self-insures for such risks in compliance with the requirements of Section
3.08(d) of this Agreement.


 


(b)           The
Special Servicer, as Special Servicer, hereby represents and warrants to and covenants with the Trustee, for its own benefit and
the benefit of the Certificateholders, and to the Depositor, the Certificate Administrator, the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, as of the Closing Date, that:


 


(i)            The
Special Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Special Servicer is in compliance with the laws of each state (within the United States of America) in
which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)            The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents or (B) constitute a
default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of,
any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or
(C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or its financial condition;


 


(iii)           The
Special Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation
of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to applicable bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally,
and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           The
Special Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default, in the Special Servicer’s reasonable judgment is
likely to materially and adversely affect the financial condition or operations of the


 



    -183-


     

    

 


Special Servicer or its properties taken
as a whole or its ability to perform its duties and obligations hereunder;


 


(vi)            No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under
this Agreement or the financial condition of the Special Servicer;


 


(vii)           No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions
of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization or order which has been
obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer to perform
its obligations hereunder; and


 


(viii)          Each
officer and employee of the Special Servicer that has responsibilities concerning the servicing and administration of Mortgage
Loans or Serviced Whole Loans is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage
required by this Agreement or the Special Servicer self-insures for such risks in compliance with the requirements of Section
3.08(d) of this Agreement.


 


(c)            [Reserved].


 


(d)            The
Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Certificate Administrator and the Serviced Companion Loan Noteholders as of the Closing Date,
that:


 


(i)              The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America, and has full power, authority and legal right to own its properties and conduct its business as presently conducted
and to execute, deliver and perform the terms of this Agreement.


 


(ii)             This
Agreement has been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery
by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Trustee in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting
the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement
is considered in a proceeding in equity or at law).


 


(iii)             Neither
the execution and delivery of this Agreement by the Trustee nor the consummation by the Trustee of the transactions herein contemplated
to be performed by the Trustee, nor compliance by the Trustee with the provisions hereof, will conflict with or result in a breach
of, or constitute a default under, any of the provisions of any applicable


 



    -184-


     

    

 


law (subject to the appointment in accordance with such
applicable law of any co-Trustee or separate Trustee required pursuant to this Agreement), governmental rule, regulation, judgment,
decree or order binding on the Trustee or its properties or the organizational documents of the Trustee or the terms of any material
agreement, instrument or indenture to which the Trustee is a party or by which it is bound which, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement.


 


(iv)            The
Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance
with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on the
Trustee or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result
in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would materially
and adversely affect the condition (financial or otherwise) or operation of the Trustee or its properties.


 


(v)             No
consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or
body, is required for the execution, delivery and performance by the Trustee of or compliance by the Trustee with this Agreement,
or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse
effect on the Trustee’s ability to perform its obligations hereunder.


 


(vi)            To
the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification
Agreement, dated as of the Pricing Date, among the Trustee, the Depositor and the Underwriters.


 


(e)           The
Certificate Administrator hereby represents and warrants to the Depositor, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, as of the Closing Date,
that:


 


(i)              The
Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America and has full power, authority and legal right to own its properties and conduct its business as
presently conducted and to execute, deliver and perform the terms of this Agreement.


 


(ii)             This
Agreement has been duly authorized, executed and delivered by the Certificate Administrator and, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Certificate
Administrator in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at law).


 



    -185-


     

    

 


(iii)             Neither
the execution and delivery of this Agreement by the Certificate Administrator nor the consummation by the Certificate Administrator
of the transactions herein contemplated to be performed by the Certificate Administrator, nor compliance by the Certificate Administrator
with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of
any applicable law, governmental rule, regulation, judgment, decree or order binding on the Certificate Administrator or its properties
or the organizational documents of the Certificate Administrator or the terms of any material agreement, instrument or indenture
to which the Certificate Administrator is a party or by which it is bound which, in the Certificate Administrator’s good
faith and reasonable judgment, is likely to affect materially and adversely the ability of the Certificate Administrator to perform
its obligations under this Agreement.


 


(iv)            The
Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court binding on the Certificate Administrator or any law, order or regulation of any federal, state, municipal
or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in
any such event, would have consequences that are likely to affect materially and adversely the ability of the Certificate Administrator
to perform its obligations under this Agreement.


 


(v)             No
consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or
body, is required for the execution, delivery and performance by the Certificate Administrator of or compliance by the Certificate
Administrator with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained,
would have a materially adverse effect on the Certificate Administrator’s ability to perform its obligations hereunder.


 


(vi)            To
the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate Administrator
which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement
or the Indemnification Agreement, dated as of the Pricing Date, between the Certificate Administrator, the Depositor and the Underwriters.


 


(f)            The
Operating Advisor hereby represents and warrants to the Trustee, the Depositor, the Certificate Administrator, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, as of the Closing Date, that:


 


(i)              The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of New York and has full power, authority and legal right to own its properties and conduct its business as presently conducted
and to execute, deliver and perform the terms of this Agreement;


 



    -186-


     

    

 


(ii)            The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents or (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)           The
Operating Advisor has the full limited liability company power and authority to enter into and consummate all transactions to be
performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement,
and has duly executed and delivered this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer, and the Depositor, constitutes a valid, legal and binding obligation of the Operating Advisor, enforceable
against the Operating Advisor in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           The
Operating Advisor is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default, in the Operating Advisor’s reasonable judgment, is
likely to materially and adversely affect the financial condition or operations of the Operating Advisor or its properties taken
as a whole or its ability to perform its duties and obligations hereunder;


 


(vi)            No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to perform its obligations under
this Agreement or the financial condition of the Operating Advisor; and


 


(vii)           No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Operating Advisor, or compliance by the Operating Advisor with, this Agreement or the consummation of the transactions
of the Operating Advisor contemplated by this Agreement, except for any consent, approval, authorization or order which has been
obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform
its obligations hereunder.


 



    -187-


     

    

 


(g)           The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of
the Closing Date, that:


 


(i)             The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)            The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to
it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial condition;


 


(iii)          The
Asset Representations Reviewer has the full limited liability company power and authority to enter into and consummate all transactions
to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this
Agreement, and has duly executed and delivered this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)           The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)           No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which


 



    -188-


     

    

 


would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)         No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(viii)        The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(h)           It
is understood and agreed that the representations and warranties set forth in this Section shall survive delivery of the respective
Mortgage Files to the Custodian on behalf of the Trustee until the termination of this Agreement, and shall inure to the benefit
of the Trustee, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Serviced
Companion Loan Noteholders and the Master Servicer or Special Servicer, as the case may be. Upon discovery by the Depositor, the
Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
or a Responsible Officer of the Trustee (or upon written notice thereof from any Certificateholder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders, the
Certificate Administrator, the Master Servicer, Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the
Serviced Companion Loan Noteholders or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties hereto, the Serviced Companion Loan Noteholders and the Mortgage Loan Sellers.


 


Section 2.05     Execution
and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage
Files are actually delivered to the Custodian), subject to the provisions of Section 2.01 and Section 2.02
of this Agreement and, concurrently with such delivery, (i) acknowledges and hereby declares that it holds the Mortgage
Loans (excluding the Excess Interest) for the benefit of (y) the Holders of the Class R Certificates (in respect of the Class
LTR Interest) and (z) the Holders of the Lower-Tier Regular Interests; (ii) acknowledges and hereby declares that it holds the
Excess Interest for the benefit of the Holders of the Class S, Class V1-E and Class V2 Certificates; (iii) in exchange for
the Mortgage Loans, acknowledges the issuance of the Lower-Tier Regular Interests and the Class LTR Interest represented by the
Class R Certificates; (iv) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the
Upper-Tier REMIC and hereby declares that it holds the Lower-Tier Regular Interests on behalf of the Upper-Tier REMIC and the
Holders of the Regular Interests; and (v) in exchange for the


 



    -189-


     

    

 


Lower-Tier Regular Interests, acknowledges the issuance of the Regular Interests and
the UT-R Interest represented by the Class R Certificates; and (vi) has caused to be executed and caused to be authenticated and
delivered to or upon the order of the Depositor, or as directed by the terms of this Agreement, the Regular Certificates (as further
described below), the Class S Certificates (as further described below), the Class V Certificates (as further described below)
and the Class R Certificates, in authorized denominations; and the Depositor hereby acknowledges the receipt by it or its designees
of the Regular Certificates, the Class V Certificates, the Class R Certificates and the Class S Certificates, which Certificates
evidence ownership of the entire Trust Fund.


 


The Depositor, as of the Closing Date,
and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and
interest of the Depositor in and to (i) the Excess Interest to the Trustee for the benefit of the Holders of the Class S, Class
V1-E and Class V2 Certificates and (ii) the Regular Interests to the Trustee for the benefit of the Holders of the Regular Certificates
and the Class V Certificates. The Trustee (i) acknowledges the assignment to it of the Excess Interest and the Regular Interests,
(ii) declares that it holds and will hold such Excess Interest and Regular Interests in trust for the exclusive use and benefit
of all present and future Holders of the Class S, V1-E and V2 Certificates and all present and future Holders of the Regular Certificates
and Class V Certificates, respectively, and (iii) has caused to be executed and caused to be authenticated and delivered to or
upon the order of the Depositor, in exchange for the Excess Interest and the Regular Interests, and the Depositor hereby acknowledges
the receipt by it or its designees of the Regular Certificates, the Class S Certificates and the Class V Certificates in authorized
Denominations.


 


Section 2.06    Miscellaneous
REMIC and Grantor Trust Provisions. (a)  The Lower-Tier Regular Interests issued hereunder are hereby designated as the
“regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class
LTR Interest, represented by the Class R Certificates, is hereby designated as the sole class of “residual interests”
in the Lower-Tier REMIC within the meaning of Section 860G(a)(2) of the Code. The Regular Interests are hereby designated
as “regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the
Class UTR Interest, represented by the Class R Certificates is hereby designated as the sole Class of “residual interests”
in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code. The Closing Date is hereby designated as the
“Startup Day” of each Trust REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest possible
maturity date” of the Lower-Tier Regular Interests and the Regular Interests for purposes of Section 860G(a)(l) of
the Code is the Rated Final Distribution Date.


 


(b)           None
of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall enter into any
arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated
herein.


 


(c)           Each
Class of Certificates (other than the Class R Certificates) shall represent undivided beneficial interests in the portion
of the Grantor Trust consisting of the Specific Grantor Trust Assets with the corresponding alphabetic or alphanumeric designation.
The Grantor Trust shall be treated as a “grantor trust” within the meaning of subpart E, part I of subchapter J of
the Code.


 



    -190-


     

    

 


(d)            The
parties to this Agreement and the Certificateholders hereby acknowledge that, for federal income tax purposes, the Prudential Plaza
Mortgage Loan represents a proportionate interest in a REMIC regular interest issued by the Prudential Plaza Loan REMIC (the “Prudential
Plaza Loan REMIC Regular Interest”) and that the trustee of the CD 2016-CD1 Mortgage Trust securitization, and not the
Trustee, will be required to conduct all administration required for such REMIC. The parties to this Agreement hereby agree to
provide any information as reasonably requested by the trustee of the Prudential Plaza Pooling and Servicing Agreement that is
required for the administration of the Prudential Plaza Loan REMIC. For federal income tax purposes, the Prudential Plaza Mortgage
Loan’s share of all payments made on the Prudential Plaza Loan REMIC Regular Interest (other than Default Interest) shall
be deemed to be paid at the time payments are made under the related Mortgage Loan (in the case of interest, at the Mortgage Loan
Rate of such Mortgage Loan) and then deposited in the Lower-Tier REMIC before payments are made to the Trustee as Holder of the
Lower-Tier Regular Interests and the Regular Interests, and shall be treated as principal, interest and Yield Maintenance Charges,
as the case may be, based on these characterizations with respect to such Mortgage Loan (or related REO Property), except where
expressly noted and, in addition, any payment of principal on or reduction in the Stated Principal Balance of such Mortgage Loan
shall reduce the principal balance of the Prudential Plaza Loan REMIC Regular Interest.


 


Article III



ADMINISTRATION AND SERVICING

OF THE TRUST FUND


 


Section 3.01     The
Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans
and the Serviced Companion Loans. (a) The Master Servicer (generally with respect to Mortgage Loans (other than a
Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans) and the Special Servicer
(generally with respect to Specially Serviced Loans and Serviced REO Loans), each as an independent contractor servicer,
shall service and administer the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and the Serviced Companion Loans on
behalf of the Trust Fund and the Trustee (as Trustee for the Certificateholders) and, in the case of any Serviced Whole Loan,
the related Serviced Companion Loan Noteholders, (as a collective whole as if such Certificateholders and Serviced Companion
Loan Noteholders, as applicable, constituted a single lender (and with respect to any Serviced Whole Loan with a related
Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion
Loan)), in each case, in accordance with the Servicing Standard.


 


The Master Servicer’s or Special
Servicer’s liability for actions and omissions in its capacity as Master Servicer or Special Servicer, as the case may be,
hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.03 hereof). To the extent
consistent with the foregoing and subject to any express limitations set forth in this Agreement, the Master Servicer and Special
Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes; provided,
that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or Special Servicer
of the collectability of the Mortgage Loans or the Serviced Companion Loans. Subject only to the Servicing Standard, the Master
Servicer and Special Servicer shall have full power and


 



    -191-


     

    

 


authority, acting alone or through sub-servicers (subject to paragraph (c)
of this Section 3.01, to the related sub-servicing agreement with each sub-servicer and to Section 3.02
of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration that it may
deem consistent with the Servicing Standard and, in its reasonable judgment, in the best interests of the Certificateholders, including,
without limitation, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan, and in the case of the Serviced
Whole Loans, in the best interests of the Certificateholders and the Serviced Companion Loan Noteholders, as a collective whole
as if such Certificateholders and (with respect to a Serviced Whole Loan) Serviced Companion Loan Noteholders constituted a single
lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the
subordinate nature of such Serviced Subordinate Companion Loan)) to prepare, execute and deliver, on behalf of the Certificateholders
and Serviced Companion Loan Noteholders and the Trustee or any of them: (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral;
(ii) any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage
File; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all
other comparable instruments, with respect to such Mortgage Loans and the Mortgaged Properties. Notwithstanding the foregoing,
neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms
of any Mortgage Loan except under the circumstances described in Section 3.03, Section 3.09, Section 3.10,
Section 3.24, Section 3.25, Section 3.26 and Section 3.27 hereof. The Master Servicer
(with respect to Mortgage Loans (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loans that are non-Specially Serviced
Loans) and the Special Servicer (with respect to Specially Serviced Loans and Serviced REO Loans) shall provide to the Borrowers
related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related Loan Documents.
Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing
Officer, execute and deliver to the Master Servicer and Special Servicer, as applicable, any powers of attorney (substantially
in the form attached hereto as Exhibit DD, or such other form as mutually agreed to by the Trustee and the Master Servicer
or the Special Servicer, as applicable) and other documents (including but not limited to other powers of attorney) prepared by
the Master Servicer and Special Servicer, as applicable, and necessary or appropriate (as certified in such written request) to
enable the Master Servicer and Special Servicer, as applicable, to carry out their servicing and administrative duties hereunder.
The Trustee shall not be held liable for any misuse of any such power of attorney or such other documents by the Master Servicer
and Special Servicer, as applicable. Notwithstanding anything contained herein to the contrary, none of the Master Servicer or
the Special Servicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely
under the Trustee’s name without indicating the Master Servicer’s or the Special Servicer’s, as the case may
be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit
or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or
the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation
of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer
or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding),
and shall not be required to obtain the Trustee’s consent or


 



    -192-


     

    

 indicate the Master Servicer’s or the Special Servicer’s,
as applicable, representative capacity); or (ii) take any action with the intent to cause, and that actually causes, the Trustee
to be registered to do business in any state.


 


(b)           Unless
otherwise provided in the related Mortgage Note or related Intercreditor Agreement, the Master Servicer shall apply any partial
Principal Prepayment received on a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, as applicable,
on a date other than a Due Date to the Stated Principal Balance of such Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Companion Loan, as applicable, as of the Due Date immediately following the date of receipt of such partial Principal
Prepayment. Unless otherwise provided in the related Mortgage Note or related Intercreditor Agreement, the Master Servicer shall
apply any amounts received on U.S. Treasury obligations in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Companion Loan, as applicable, being defeased pursuant to its terms to the Stated Principal Balance of and interest
on such Mortgage Loan or Serviced Companion Loan, as applicable, as of the Due Date immediately following the receipt of such amounts.


 


(c)            The
Master Servicer and the Special Servicer, may enter into Sub-Servicing Agreements with third parties with respect to any of its
respective obligations hereunder, provided that (i) any such agreement requires the Sub-Servicer to comply in all material
respects with all of the applicable terms and conditions of this Agreement and shall be consistent with the provisions of this
Agreement, the terms of the respective Loan Documents and, in the case of a Serviced Companion Loan, the related Intercreditor
Agreement, (ii) if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, any such agreement provides
that (x) the failure of such Sub-Servicer to comply with any of the requirements under Article X of this Agreement
applicable to such Sub-Servicer, including the failure to deliver any reports or certificates at the time such report or certification
is required under Article X and (y) the failure of such Sub-Servicer to comply with any requirements to deliver
any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other
series of certificates offered by the Depositor shall constitute an event of default by such Sub-Servicer upon the occurrence of
which (following the expiration of any applicable grace period) the Master Servicer shall (and the Depositor may) immediately terminate
the related Sub-Servicer under the related Sub-Servicing Agreement, which termination shall be deemed for cause, (iii) no
Sub-Servicer retained by the Master Servicer or the Special Servicer, as applicable, shall grant any modification, waiver or amendment
to any Mortgage Loan or Serviced Companion Loan, as applicable, or foreclose any Mortgage without the approval of the Master Servicer
or the Special Servicer, as applicable, which approval shall be given or withheld in accordance with the procedures set forth in
Section 3.09, Section 3.10, Section 3.24, Section 3.25, Section 3.26,
Section 3.27, (as applicable), (iv) such agreement shall be consistent with the Servicing Standard and (v) with
respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant
or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited
Party. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or Subcontractors so long
as the related agreements or arrangements with such agents or Subcontractors are consistent with the provisions of this Section 3.01(c)
(including, for the avoidance of doubt, that no such agent or Subcontractor is a Prohibited Party, if such agent or Subcontractor
would be a Servicing Function Participant, at the


 



    -193-


     

    

 


time the related sub-servicing agreement is entered into). Any monies received
by a Sub-Servicer pursuant to a Sub-Servicing agreement (other than sub-servicing fees) shall be deemed to be received by the Master
Servicer on the date received by such Sub-Servicer.


 


Any Sub-Servicing Agreement entered
into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may be assumed or terminated by the Trustee
(in its sole discretion, but must be assumed with respect to any Mortgage Loan Seller Sub-Servicer so long as such Mortgage Loan
Seller Sub-Servicer is not in default under the applicable Sub-Servicing Agreement) if the Trustee has assumed the duties of the
Master Servicer or the Special Servicer, respectively, or any successor Master Servicer or Special Servicer, as applicable, without
cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations, except to the
extent they arose prior to the date of assumption, of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.02
(it being understood that any such obligations shall be the obligations of the terminated Master Servicer or Special Servicer,
as applicable, only).


 


Any Sub-Servicing Agreement, and any
other transactions or services relating to the Mortgage Loans or the Serviced Companion Loans involving a Sub-Servicer, shall be
deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee,
the Certificate Administrator, the Trust Fund, the Operating Advisor, the Asset Representations Reviewer, the Certificateholders
and, if applicable, Serviced Companion Loan Noteholders shall not be deemed parties thereto and shall have no claims, rights (except
as specified below), obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(c)(ii)
and Section 3.01(d).


 


Any Sub-Servicing Agreement as to which
a Mortgage Loan Seller required the Master Servicer to enter into shall provide that the Master Servicer (and any successor Master
Servicer) or Trustee may only terminate the related Mortgage Loan Seller Sub-Servicer for cause pursuant to such Sub-Servicing
Agreement and as otherwise specified in such Sub-Servicing Agreement.


 


Notwithstanding any other provision
of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for the performance by
third parties of any or all of its obligations herein, without the consent of the Directing Holder for so long as no Control Termination
Event has occurred and is continuing, except to the extent necessary for the Special Servicer to comply with applicable regulatory
requirements.


 


The Master Servicer or the Special
Servicer, as applicable, shall monitor the performance and enforce the obligations of each Mortgage Loan Seller Sub-Servicer and
each Sub-Servicer that it retains under a related Sub-Servicing Agreement, except that the Master Servicer shall only be required
to use commercially reasonable efforts to cause any Mortgage Loan Seller Sub-Servicer to comply with Article X hereof. No Sub-Servicer
shall be permitted under any Sub-Servicing Agreement to make material servicing decisions, such as loan modifications or determinations
as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Master Servicer
or Special Servicer, as applicable. The Master Servicer’s consent may also be required for certain other servicing decisions as
provided in the related Sub-Servicing Agreement.


 



    -194-


     

    

 


(d)           If
the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any successor
Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with Section 7.02, the
Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, to the extent necessary to permit the
Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, to carry out the provisions of Section 7.02,
shall, without act or deed on the part of the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable,
succeed to all of the rights and obligations of the Master Servicer or the Special Servicer, as applicable, under any Sub-Servicing
Agreement entered into by the Master Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c).
In such event, such successor shall be deemed to have assumed all of the Master Servicer’s or the Special Servicer’s
interest, as applicable, therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer
or the Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special
Servicer, as applicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been
assigned to such successor, except that the Master Servicer or the Special Servicer, as applicable, shall not thereby be relieved
of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of such successor.


 


If the Trustee or any successor Master
Servicer or Special Servicer, as applicable, assumes the servicing obligations of the Master Servicer or the Special Servicer,
as applicable, then upon request of such successor, the Master Servicer or Special Servicer, as applicable, shall at its own expense
(except (i) in the event that the Special Servicer is terminated pursuant to Section 3.22(b), at the expense of
the Certificateholders effecting such termination, as applicable; or (ii) in the event that the Master Servicer or the Special
Servicer is terminated pursuant to Section 6.04(c), at the expense of the Trust) deliver to such successor all documents
and records relating to any Sub-Servicing Agreement and the Mortgage Loans and/or the Serviced Companion Loans, as applicable,
then being serviced hereunder or thereunder and an accounting of amounts collected and held by it, if any, and shall otherwise
use commercially reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to such successor.
The Master Servicer shall not be required to assume the obligations of the Special Servicer and nothing in this paragraph shall
imply otherwise.


 


(e)       The
parties hereto acknowledge that each Whole Loan is subject to the terms and conditions of the related Intercreditor Agreement and,
with respect to a Non-Serviced Mortgage Loan, further subject to the servicing under and all other terms and conditions of the
Other Pooling and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of each Companion
Loan Noteholder under the related Intercreditor Agreement, including, without limitation with respect to (A) the allocation
of collections (and all other amounts received in connection with the related Whole Loan) on or in respect of the related Mortgage
Loan and (B) the allocation of Default Interest on or in respect of the related Mortgage Loan.


 


Notwithstanding anything herein to
the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s obligations
and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect to the Serviced
Whole Loans are limited by and subject to the terms of the related Intercreditor


 



    -195-


     

    

 


Agreement and, with respect to any Non-Serviced
Mortgage Loan, the rights of the Other Servicer and the Other Special Servicer under the Other Pooling and Servicing Agreement.
The Master Servicer shall, consistent with the applicable Servicing Standard, enforce the rights of the Trustee (as holder of a
Non-Serviced Mortgage Loan) under the related Intercreditor Agreement and the Other Pooling and Servicing Agreement. The parties
hereto acknowledge that each Non-Serviced Whole Loan and any related REO Property are being serviced and administered under the
related Other Pooling and Servicing Agreement and the Other Servicer will make any Servicing Advances required thereunder in respect
of such Non-Serviced Whole Loan and remit collections on the Non-Serviced Mortgage Loan to or on behalf of the Trust. None of the
Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall have any obligation or authority to supervise
the related Other Servicer, the related Other Special Servicer or the related Other Trustee or to make Servicing Advances with
respect to any such Non-Serviced Whole Loan. Although each Non-Serviced Whole Loan is being serviced under the related Other Pooling
and Servicing Agreement, the Controlling Class Representative may have certain information and consultation rights relating to
the servicing of the Non-Serviced Whole Loan pursuant to the terms of the related Intercreditor Agreement and the related Other
Pooling and Servicing Agreement. Any obligation of the Master Servicer or Special Servicer, as applicable, to provide information
and collections to the Trustee, the Certificate Administrator and the Certificateholders with respect to any Non-Serviced Whole
Loan shall be dependent on its receipt of the corresponding information and collections from the related Other Servicer or the
related Other Special Servicer. Nothing herein shall be deemed to override the provisions of an Intercreditor Agreement with respect
to the rights of the related noteholders thereunder and with respect to the servicing and administrative duties and obligations
with respect to such Non-Serviced Whole Loans. In the event of any inconsistency or discrepancy between the provisions, terms or
conditions of an Intercreditor Agreement related to a Non-Serviced Whole Loan and the provisions, terms or conditions of this Agreement,
the related Intercreditor Agreement shall govern.


 


If any Mortgage Loan included in any
Serviced Whole Loan is no longer part of the Trust Fund and the servicing and administration of such Serviced Whole Loan is to
be governed by a separate servicing agreement and not by this Agreement, the Master Servicer and, if such Serviced Whole Loan is
then being specially serviced hereunder, the Special Servicer, shall continue to act in such capacities under such separate servicing
agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be,
and shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions
substantially similar to the corresponding provisions of this Agreement, except that such Serviced Whole Loan and the related Mortgaged
Property shall be serviced as if they were the sole assets serviced and administered thereunder and the sole source of funds thereunder
and except that there shall be no further obligation of any Person to make P&I Advances. All amounts due the Master Servicer,
the Trustee and the Special Servicer (including Advances and interest thereon) pursuant to this Agreement and the applicable Intercreditor
Agreement shall be paid to the Master Servicer, the Trustee and the Special Servicer by the successor Master Servicer or Special
Servicer, as applicable, or as an Additional Trust Fund Expense on the first Master Servicer Remittance Date following termination.
In addition, until such time as a separate servicing agreement with respect to such Serviced Whole Loan and any related Serviced
REO Property has been entered into and, notwithstanding that neither such Mortgage Loan nor any related Serviced REO Property is
part


 



    -196-


     

    

 


of the Trust Fund, the Custodian shall continue to hold the Mortgage File and the Master Servicer and, if applicable, the
Special Servicer shall (subject to the preceding sentence) continue to service such Serviced Whole Loan or any related Serviced
REO Property, as the case may be, under this Agreement as if it were a separate servicing agreement. Nothing herein shall be deemed
to override the provisions of an Intercreditor Agreement with respect to the rights of the related noteholders thereunder and with
respect to the servicing and administrative duties and obligations with respect to such Serviced Whole Loans. In the event of any
inconsistency or discrepancy between the provisions, terms or conditions of an Intercreditor Agreement related to a Serviced Whole
Loan and the provisions, terms or conditions of this Agreement, the related Intercreditor Agreement shall govern, and as to any
matter on which such Intercreditor Agreement is silent or makes reference to this Agreement, this Agreement shall govern.


 


(f)       Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated
to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed
in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association,
or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible
Officers, provided in any event, however, the knowledge of employees performing special servicing functions shall not be
imputed to employees performing master servicing functions, and the knowledge of employees performing master servicing functions
shall not be imputed to employees performing special servicing functions.


 


Section     3.02 Liability
of the Master Servicer and the Special Servicer When Sub-Servicing. Notwithstanding any Sub-Servicing Agreement, any of
the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or Special Servicer, as
applicable, and any Person acting as sub-servicer (or its agents or Subcontractors) or any reference to actions taken through
any Person acting as sub-servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain
obligated and primarily liable to the Trustee (on behalf of the Certificateholders), the Certificateholders the
Certificateholders and, with respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders, for the servicing
and administering of the Mortgage Loans and Serviced Companion Loans in accordance with the provisions of this Agreement
without diminution of such obligation or liability by virtue of such sub-servicing agreements or arrangements or by virtue of
indemnification from the Depositor or any other Person acting as sub-servicer (or its agents or Subcontractors) to the same
extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were
servicing and administering the Mortgage Loans and Serviced Companion Loans. Each of the Master Servicer and the Special
Servicer shall be entitled to enter into an agreement with any sub-servicer providing for indemnification of the Master
Servicer or the Special Servicer, as applicable, by such sub-servicer, and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify
this Agreement.


 



    -197-


     

    

 


Section 3.03     Collection
of Mortgage Loan and Serviced Companion Loan Payments. The Master Servicer (with respect to all the Mortgage Loans (other
than a Non-Serviced Mortgage Loan) and the Serviced Companion Loans (other than Specially Serviced Loans) that the Master
Servicer is servicing) and the Special Servicer (with respect to Specially Serviced Loans) shall use reasonable efforts to
collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage
Loans) and the Serviced Companion Loans each is obligated to service hereunder, and shall follow the Servicing Standard with
respect to such collection procedures; provided, that nothing herein contained shall be construed as an express or
implied guarantee by the Master Servicer or the Special Servicer of the collectability of the Mortgage Loans or the Serviced
Companion Loans; provided, further, that with respect to such Mortgage Loans (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loans, as applicable, that have Anticipated Repayment Dates, so long as the related Borrower
is in compliance with each provision of the related Loan Documents, the Master Servicer and Special Servicer (including the
Special Servicer in its capacity as a Certificateholder, if applicable) shall not take any enforcement action with respect to
the failure of the related Borrower to make any payment of Excess Interest, other than requests for collection, until the
final maturity date of such Mortgage Loan or Serviced Whole Loan, as applicable, or the outstanding principal balance of such
Mortgage Loan or Serviced Whole Loan, as applicable, has been paid in full, however, consistent with the applicable Servicing
Standard, the Master Servicer, or the Special Servicer each may in its discretion waive the Excess Interest (even at the
final maturity date) in connection with any Mortgage Loan it is obligated to service hereunder if taking such action is in
the best interest of the Certificateholders as a collective whole. With respect to each Performing Loan (other than a
Non-Serviced Mortgage Loan), the Master Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to
collect income statements and rent rolls from Borrowers as required by the Loan Documents and the terms hereof. The Master
Servicer shall provide at least 90 days’ notice (with a copy to the Special Servicer) to the Borrowers of Balloon
Payments coming due on Performing Loans (other than a Non-Serviced Mortgage Loan). Consistent with the foregoing, the Master
Servicer (with respect to each Performing Loan) or the Special Servicer (with respect to Specially Serviced Loans) may in
their discretion waive any late payment charge or Default Interest it is entitled to receive in connection with any
delinquent Periodic Payment or Balloon Payment with respect to any Mortgage Loan or Serviced Companion Loan that it is
servicing. In addition, the Special Servicer shall be entitled to take such actions with respect to the collection of
payments on the Mortgage Loans and the Serviced Companion Loans as are permitted or required under this Agreement.


 


Section 3.04     Collection
of Taxes, Assessments and Similar Items; Escrow Accounts. (a)  The Master Servicer, in the case of all
Mortgage Loans (other than a Non-Serviced Mortgage Loan) that it is servicing, shall maintain accurate records with respect
to each related Mortgaged Property reflecting the status of taxes, assessments and other similar items that are or may become
a lien thereon and the status of insurance premiums payable with respect thereto. With respect to each Specially Serviced
Loan, the Special Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to collect income
statements and rent rolls from Borrowers as required by the Loan Documents, and shall deliver all such items to the Master
Servicer within five (5) Business Days of receipt. The Special Servicer, in the case of Serviced REO Loans, and the Master
Servicer, in the case of all Mortgage Loans (other than a Non-Serviced Mortgage Loan) that it is servicing, shall use
reasonable efforts consistent with the


 



    -198-


     

    

 


Servicing Standard to, from time to time, (i) obtain all bills for the payment of such items (including renewal premiums),
and (ii) effect, or, if the Special Servicer, to use reasonable efforts to cause the Master Servicer to effect, payment of
all such bills with respect to such Mortgaged Properties prior to the applicable penalty or termination date, in each case employing
for such purpose Escrow Payments as allowed under the terms of the related Loan Documents for the related Mortgage Loan or Serviced
Companion Loan. If a Borrower under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) fails to make any such payment on
a timely basis or collections from the Borrower are insufficient to pay any such item before the applicable penalty or termination
date, the Master Servicer shall advance the amount of any shortfall as a Servicing Advance unless the Master Servicer determines
in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance (provided that with respect
to advancing insurance premiums or delinquent tax assessments the Master Servicer shall comply with the provisions of the second
to last paragraph in Section 3.21(d) of this Agreement). The Master Servicer shall be entitled to reimbursement of
Servicing Advances, with interest thereon at the Reimbursement Rate, that it makes pursuant to this Section 3.04 of
this Agreement from amounts received on or in respect of the related Mortgage Loan or Serviced Whole Loan respecting which such
Advance was made or if such Advance has become a Nonrecoverable Advance, to the extent permitted by Section 3.06 of
this Agreement. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments on the Mortgaged Properties
shall, for the purpose of calculating distributions to Certificateholders or Serviced Companion Loan Noteholders, be added to the
amount owing under the related Mortgage Loans or Serviced Companion Loans, notwithstanding that the terms of such Mortgage Loans
or Serviced Companion Loans so permit.


 


The parties acknowledge that with respect
to Non-Serviced Mortgage Loans, the Other Servicer is obligated to make (or any other service provider provided for in the related
Other Pooling and Servicing Agreement may make) Servicing Advances with respect to such Non-Serviced Mortgage Loans pursuant to
the related Other Pooling and Servicing Agreement. The Other Servicer (or other service provider) shall be entitled to reimbursement
for nonrecoverable Servicing Advances (as such term or similar term may be defined in the related Other Pooling and Servicing Agreement)
with, in each case, any accrued and unpaid interest thereon provided for under the related Other Pooling and Servicing Agreement
in the manner set forth in such Other Pooling and Servicing Agreement, the related Intercreditor Agreement and Section 3.06(a)(v)
of this Agreement.


 


(b)            The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan (other than any Non-Serviced
Mortgage Loans) or any Serviced Companion Loan that it is servicing constituting Escrow Payments separate and apart from any of
its own funds and general assets and shall establish and maintain one or more segregated custodial accounts (each, an “Escrow
Account”) into which all Escrow Payments shall be deposited within two (2) Business Days after receipt of properly
identified funds and maintained in accordance with the requirements of the related Mortgage Loan or Serviced Whole Loan, as applicable,
and in accordance with the Servicing Standard. The Master Servicer shall also deposit into each Escrow Account any amounts representing
losses on Permitted Investments to the extent required pursuant to Section 3.07(b) of this Agreement and any Insurance
Proceeds or Liquidation Proceeds which are required to be applied to the restoration or repair of any Mortgaged Property pursuant
to the related Mortgage Loan or Serviced Whole


 



    -199-


     

    

 


Loan. Escrow Accounts shall be Eligible Accounts (except to the extent the related
Loan Documents require it to be held in an account that is not an Eligible Account); provided, if the ratings of the financial
institution holding such account are downgraded to a ratings level below that of an Eligible Account (except to the extent the
related Loan Documents require it to be held in an account that is not an Eligible Account), the Master Servicer shall have 30
days (or such longer time as confirmed by a Rating Agency Confirmation, obtained at the expense of the Master Servicer relating
to the Certificates and any related Serviced Companion Loan Securities) to transfer such account to an Eligible Account. Escrow
Accounts shall be entitled, “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the Holders of Deutsche Mortgage & Asset Receiving Corporation, CD 2016-CD2 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2 and Various Borrowers and, if applicable, Serviced Companion
Loan Noteholders”. Withdrawals from an Escrow Account may be made by the Master Servicer only:


 


(i)              to
effect timely payments of items constituting Escrow Payments for the related Mortgage;


 


(ii)             to
transfer funds to the Collection Account and/or the applicable Serviced Whole Loan Collection Account (or any sub-account thereof)
to reimburse the Master Servicer or the Trustee for any Servicing Advance (with interest thereon at the Reimbursement Rate) relating
to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan and/or Serviced Whole Loan, as applicable,
which represent late collections of Escrow Payments thereunder;


 


(iii)            for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan and/or
Serviced Whole Loan, as applicable, and the Servicing Standard;


 


(iv)            to
clear and terminate such Escrow Account upon the termination of this Agreement or pay-off of the related Mortgage Loan and/or Serviced
Whole Loan, as applicable;


 


(v)            to
pay from time to time to the related Borrower any interest or investment income earned on funds deposited in the Escrow Account
if such income is required to be paid to the related Borrower under law or by the terms of the Loan Documents for such Mortgage
Loan or Serviced Whole Loan, or otherwise to the Master Servicer; or


 


(vi)           to
remove any funds deposited in an Escrow Account that were not required to be deposited therein or to refund amounts to Borrowers
determined to be overages.


 


(c)           The
Master Servicer shall, as to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and each Serviced Companion Loan that
it is servicing, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real
estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and
any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or
otherwise confirm) the payment of such items (including renewal premiums) and, for such Mortgage Loans and Serviced Companion Loans


 



    -200-


     

    

 


that require the related Borrower to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination
date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as
allowed under the terms of the related Loan Documents for such Mortgage Loan and Serviced Companion Loan (or, if such Mortgage
Loan or Serviced Companion Loan does not require the related Borrower to escrow for the payment of real estate taxes, assessments,
insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent
with the Servicing Standard to cause the related Borrower to comply with the requirement of the related Loan Documents that the
Borrower make payments in respect of such items at the time they first become due and, in any event, prior to the institution of
foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.21
of this Agreement, the Master Servicer shall timely make a Servicing Advance with respect to the Mortgage Loans (other than Non-Serviced
Mortgage Loans) and Serviced Whole Loans that it is servicing, if any, to cover any such item which is not so paid, including any
penalties or other charges arising from the Borrower’s failure to timely pay such items.


 


Section
3.05     Collection Accounts; Gain-on-Sale Reserve Account; Distribution Accounts; Interest
Reserve Account and Serviced Whole Loan Collection Accounts. (a)  The Master Servicer shall establish and
maintain a Collection Account, for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier
Regular Interests and the Regular Interests with respect to the Mortgage Loans that it is servicing. The Collection Account
shall be established and maintained as an Eligible Account. Amounts attributable to Excess Interest will be assets of the
Grantor Trust. Amounts attributable to the Companion Loans will not be assets of the Trust Fund.


 


Within two Business Days following
receipt of properly identified funds, the Master Servicer shall deposit or cause to be deposited in the Collection Account the
following payments and collections received or made by or on behalf of it on or with respect to the Mortgage Loans subsequent to
the Cut-off Date:


 


(i)              all
payments on account of principal on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan), including
the principal component of all Unscheduled Payments;


 


(ii)             all
payments on account of interest on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan) (net of the
related Servicing Fees), including Prepayment Premiums, Default Interest, Yield Maintenance Charges, Excess Interest and the interest
component of all Unscheduled Payments;


 


(iii)            any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement, in connection with net losses realized
on Permitted Investments with respect to funds held in the Collection Account;


 


(iv)            all
Net REO Proceeds withdrawn from the related REO Account (other than the Serviced Whole Loan REO Account) pursuant to Section 3.15(b)
of this Agreement;


 



    -201-


     

    

 


(v)             any
amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to the Mortgage Loans
(other than any Mortgage Loan related to a Serviced Whole Loan), to the extent not permitted to be retained by the Master Servicer
as provided herein;


 


(vi)            all
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan (other than any Mortgage
Loan related to a Serviced Whole Loan) or any REO Property (other than a Serviced REO Property related to a Serviced Whole Loan),
other than Gain-on-Sale Proceeds and Liquidation Proceeds that are received in connection with a purchase of all the Mortgage Loans
and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier Distribution Account pursuant to Section 9.01
of this Agreement, together with any amounts representing recoveries of Nonrecoverable Advances, including any recovery of Unliquidated
Advances, in respect of the related Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan); provided
that any Liquidation Proceeds related to a sale, pursuant to Section 3.16 hereof or pursuant to the related Intercreditor
Agreement, of a Mortgage Loan included in a Serviced Whole Loan shall be deposited directly into the Collection Account and applied
solely to pay expenses relating to that Mortgage Loan and to Available Funds;


 


(vii)           Penalty
Charges on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan) to the extent required to offset
interest on Advances and Additional Trust Fund Expenses pursuant to Section 3.12(d) of this Agreement;


 


(viii)          any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) of this
Agreement in connection with losses resulting from a deductible clause in a blanket or master force-placed policy in respect
of the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan);


 


(ix)            any
other amounts required by the provisions of this Agreement (including without limitation any amounts to be transferred from the
Serviced Whole Loan Collection Account pursuant to Section 3.06(b)(i)(B) and, with respect to the Companion Loans or
any mezzanine indebtedness that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement
obligations set forth in the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable, other than in
respect of a Serviced Whole Loan) to be deposited into the Collection Account by the Master Servicer or Special Servicer;


 


(x)             any
Compensating Interest Payments in respect of the Mortgage Loans that the Master Servicer is servicing (other than any Non-Serviced
Mortgage Loan or any Mortgage Loan related to a Serviced Whole Loan) pursuant to Section 3.17(c) of this Agreement;


 


(xi)            any
Loss of Value Payments, as set forth in Section 3.06(e) of this Agreement; and


 



    -202-


     

    

 


(xii)           in
the case of any Mortgage Loan that is part of a Serviced Whole Loan, the amounts to be withdrawn from the related Serviced Whole
Loan Collection Account and deposited into the Collection Account pursuant to Section 3.06(b)(i).


 


In the case of Gain-on-Sale Proceeds,
the Master Servicer shall make appropriate ledger entries received with respect thereto, which the Master Servicer shall hold for
(i) the Trustee for the benefit of the Lower-Tier Regular Interests, (ii) for the benefit of the Certificateholders (other
than the Class S Certificates) and the Trustee as the Holder of the Lower-Tier Regular Interests and the Regular Interests and
(iii) for the benefit of any Serviced Companion Loan Noteholder entitled thereto. Any Gain-on-Sale Proceeds shall be identified
separately from any other amounts held in the Collection Account (with amounts attributable to each Class or Classes and any Serviced
Companion Loan also identified separately).


 


The foregoing requirements for deposits
in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing,
payments in the nature of late payment charges (subject to Section 3.12 and the related Intercreditor Agreement), Assumption
Fees, assumption application fees, Modification Fees and consent fees, loan service transaction fees, extension fees, demand fees,
beneficiary statement charges and similar fees need not be deposited in the Collection Account by the Master Servicer or the Special
Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable
in accordance with Section 3.12 hereof, shall be entitled to retain any such charges and fees received with respect
to the Mortgage Loans that it is servicing as additional compensation.


 


If the Master Servicer deposits in
the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding.


 


Upon receipt of any of the amounts
described in clauses (i), (ii), (v) and (vi) above with respect to any Specially Serviced Loan which
is not a Serviced REO Loan, the Special Servicer shall remit such amounts within one Business Day after receipt thereof (except,
if such amounts are not properly identified, the Special Servicer shall promptly identify such amounts and shall remit such amounts
within one Business Day after such identification) to the Master Servicer for deposit into the Collection Account in accordance
with the second paragraph of this Section 3.05, unless the Special Servicer determines, consistent with the Servicing
Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to a Serviced REO Property (other than any Serviced REO Property related
to the Serviced Whole Loans) shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer
for deposit into the Collection Account pursuant to Section 3.15(b) of this Agreement. With respect to any related
Serviced Whole Loan, the Special Servicer shall comply with Section 3.05(g) of this Agreement. With respect to any
such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty
such check to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier.


 


(b)           The
Certificate Administrator shall establish and maintain the Lower-Tier Distribution Account in its own name for the benefit of the
Trustee, for the benefit of the


 



    -203-


     

    

 


Certificateholders (other than the Holders of the Class S Certificates) and the Trustee as the
Holder of the Lower-Tier Regular Interests and the Regular Interests. The Lower-Tier Distribution Account shall be established
and maintained as an Eligible Account or as a sub-account of an Eligible Account.


 


(c)           With
respect to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator on or before the Master Servicer
Remittance Date the funds then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)
of this Agreement and deposits from the Serviced Whole Loan Collection Account pursuant to Section 3.06 of this Agreement.
Upon receipt from the Master Servicer of such amounts held in the Collection Account, the Certificate Administrator shall deposit
in (A) the Lower-Tier Distribution Account (i) the amount of Available Funds to be distributed pursuant to Section 4.01
of this Agreement on such Distribution Date and (ii) the amount of Gain-on-Sale Proceeds allocable to any Mortgage Loan to be deposited
into the Lower-Tier Distribution Account (which the Certificate Administrator shall then deposit in the Gain-on-Sale Reserve Account)
pursuant to Section 3.06 of this Agreement, (B) the Interest Reserve Account as part of the Lower-Tier REMIC, the amount
of any Withheld Amounts to be deposited pursuant to Section 3.05(e) of this Agreement and (C) in the Excess Interest
Distribution Account, the Excess Interest to be distributed to the Holders of the Class S, Class V1-E and Class V2 Certificates.


 


(d)           If
any Loss of Value Payments are received in connection with a Material Defect or Material Breach, as the case may be, pursuant to
or as contemplated by Section 2.03(e) of this Agreement, the Special Servicer shall establish and maintain one or more
non-interest bearing accounts (collectively, the “Loss of Value Reserve Fund”) to be held for the benefit of
the Certificateholders, for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve
Fund shall be an Eligible Account or a sub-account of an Eligible Account. The Special Servicer shall, upon receipt, deposit in
the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator shall account for the Loss
of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an
asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat
amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as contributed to and
distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection
Account to a Mortgage Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner of the Loss
of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all
federal income tax purposes, and shall be taxable on all income earned thereon.


 


(e)            The
Certificate Administrator shall establish and maintain the Interest Reserve Account in its own name for the benefit of the Trustee,
for the benefit of the Certificateholders (other than the Holders of the Class S Certificates) and the Trustee as the Holder of
the Lower-Tier Regular Interests and the Regular Interests. The Interest Reserve Account shall be established and maintained as
an Eligible Account or as a sub-account of an Eligible Account.


 



    -204-


     

    

 


On each Master Servicer Remittance
Date occurring in (i) January of each calendar year that is not a leap year and (ii) February of each calendar
year, unless in either case such Master Servicer Remittance Date is the final Master Servicer Remittance Date, the Certificate
Administrator shall calculate the Withheld Amounts. On each such Master Servicer Remittance Date, the Certificate Administrator
shall, with respect to each Mortgage Loan that does not accrue interest on the basis of a 360-day year of twelve 30-day months,
withdraw or be deemed to withdraw from the Lower-Tier Distribution Account and deposit or be deemed to deposit in the Interest
Reserve Account an amount equal to the aggregate of the Withheld Amounts calculated in accordance with the previous sentence. If
the Certificate Administrator shall deposit in the Interest Reserve Account any amount not required to be deposited therein, it
may at any time withdraw such amount from the Interest Reserve Account any provision herein to the contrary notwithstanding. On
or prior to the Master Servicer Remittance Date in March of each calendar year (or in February if the final Distribution
Date will occur in such month), the Certificate Administrator shall transfer to the Lower-Tier Distribution Account the aggregate
of all Withheld Amounts on deposit in the Interest Reserve Account.


  


(f)            The
Certificate Administrator shall establish and maintain the Upper-Tier Distribution Account in its own name for the benefit of the
Trustee and for the benefit of the Certificateholders (other than the Holders of the Class S Certificates) and for the Trustee
as Holder of the Regular Interests. The Upper-Tier Distribution Account shall be established and maintained as an Eligible Account
or a sub-account of an Eligible Account. Promptly on each Distribution Date, the Certificate Administrator shall withdraw or be
deemed to withdraw from the Lower-Tier Distribution Account and deposit or be deemed to deposit in the Upper-Tier Distribution
Account on or before such date the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance
Charges for such Distribution Date to be distributed in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)
and Section 4.01(d) of this Agreement on such date.


 


(g)           With
respect to each Serviced Whole Loan or any related Serviced REO Property, the Master Servicer shall maintain, or cause to be maintained,
a Serviced Whole Loan Collection Account in which the Master Servicer shall deposit or cause to be deposited within two Business
Days following receipt of properly identified funds the following payments and collections received or made by or on behalf of
it on such Serviced Whole Loan or Serviced REO Property subsequent to the Cut-off Date:


 


(i)               all
payments on account of principal on such Serviced Whole Loan, including the principal component of Unscheduled Payments;


 


(ii)             all
payments on account of interest on such Serviced Whole Loan (net of the related Servicing Fees), including Prepayment Premiums,
Default Interest, Yield Maintenance Charges and the interest component of all Unscheduled Payments;


 


(iii)            any
amounts required to be deposited pursuant to Section 3.07(b), in connection with net losses realized on Permitted Investments
with respect to funds held in such Serviced Whole Loan Collection Account;


 


(iv)            all
Net REO Proceeds withdrawn from the related REO Account in respect of such Serviced Whole Loan pursuant to Section 3.15(b);


 



    -205-


     

    

 


(v)             any
amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to such Serviced Whole
Loan, to the extent not permitted to be retained by the Master Servicer as provided herein;


 


(vi)            all
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of such Serviced Whole Loan or any related
Serviced REO Property (other than Gain-on-Sale Proceeds and Liquidation Proceeds that are received in connection with a purchase
of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier Distribution
Account pursuant to Section 9.01), together with any amounts representing recoveries of Nonrecoverable Advances, including
any recovery of Unliquidated Advances, in respect of such Serviced Whole Loan; provided, that any Liquidation Proceeds related
to a sale pursuant to Section 3.16 hereof or pursuant to the related Intercreditor Agreement of a Mortgage Loan included
in a Serviced Whole Loan shall be deposited directly into the Collection Account and applied solely to pay expenses relating to
that Mortgage Loan and to Available Funds and any Liquidation Proceeds related to a sale of a related Serviced Companion Loan included
in a Serviced Whole Loan shall be deposited into the Serviced Whole Loan Collection Account and applied solely to pay expenses
relating to that Serviced Companion Loan and to pay amounts due to the related Serviced Companion Loan Noteholder;


 


(vii)           Penalty
Charges on such Serviced Whole Loan to the extent required to offset interest on Advances and debt service advances made by a Serviced
Companion Loan Service Provider and Additional Trust Fund Expenses pursuant to Section 3.12(d);


 


(viii)          any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) in
connection with losses resulting from a deductible clause in a blanket or master force placed policy in respect of such Serviced
Whole Loan;


 


(ix)            any
other amounts required by the provisions of this Agreement (including with respect to the Companion Loans or any mezzanine indebtedness
that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement obligations set
forth in the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable) to be deposited into the applicable
Serviced Whole Loan Collection Account by the Master Servicer or the Special Servicer;


 


(x)              any
cure payments remitted by any Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement; and


 


(xi)            any
Compensating Interest Payments in respect of such Serviced Whole Loan pursuant to Section 3.17(c).


 


The foregoing requirements
for deposits into the applicable Serviced Whole Loan Collection Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late payment charges (subject to Section 3.12
hereof), Assumption Fees, assumption application fees, Modification Fees, consent fees, loan service transaction fees, extension
fees, demand fees, beneficiary statement charges and similar fees need not be deposited into the


 



    -206-


     

    

 


applicable Serviced Whole Loan
Collection Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law,
the Master Servicer or the Special Servicer, as applicable in accordance with Section 3.12 hereof, shall be entitled
to retain any such charges and fees received with respect to the Serviced Whole Loans as additional compensation. If the Master
Servicer deposits in the applicable Serviced Whole Loan Collection Account any amount not required to be deposited therein, it
may at any time withdraw such amount from such Serviced Whole Loan Collection Account, any provision herein to the contrary notwithstanding.


 


Each Serviced Whole Loan
Collection Account shall be maintained as a segregated account, separate and apart from any trust fund created for mortgage backed
securities of other series and the other accounts of the Master Servicer; provided, that such Serviced Whole Loan Collection
Account may be a sub-account of the Master Servicer’s Collection Account or may be maintained on a ledger basis but shall,
for purposes of this Agreement, be treated as a separate account. Each Serviced Whole Loan Collection Account shall be established
and maintained as an Eligible Account or as a sub-account of an Eligible Account.


 


Upon receipt of any of the
foregoing amounts described in clauses (i), (ii), (v) and (vi) above with respect to each Serviced
Whole Loan for so long as it is a Specially Serviced Loan but is not a Serviced REO Loan, the Special Servicer shall remit within
one Business Day such amounts to the Master Servicer for deposit into the applicable Serviced Whole Loan Collection Account in
accordance with the first paragraph of this Section 3.05(g), unless the Special Servicer determines, consistent with
the applicable Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other
appropriate reason. Any such amounts received by the Special Servicer with respect to a Serviced REO Property related to any Serviced
Whole Loan shall initially be deposited by the Special Servicer into the related Serviced Whole Loan REO Account and remitted to
the Master Servicer for deposit into the applicable Serviced Whole Loan Collection Account pursuant to Section 3.15(b).
With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer (A) with respect
to any Specially Serviced Loan shall endorse without recourse or warranty such check to the order of the Master Servicer and shall
promptly deliver any such check to the Master Servicer by overnight courier and (B) with respect to any REO Loan shall deposit
such check into the applicable Whole Loan REO Account.


 


(h)           Except
as otherwise set forth in Section 3.06(b), with respect to each Due Date and any related Serviced Companion Loan, on each
Serviced Whole Loan Remittance Date, the Master Servicer shall remit, from amounts on deposit in the applicable Serviced Whole
Loan Collection Account in accordance with Section 3.06(b)(i)(A), to the applicable Serviced Companion Loan Noteholder
by wire transfer in immediately available funds to the account of such Serviced Companion Loan Noteholder or an agent therefor
appearing on the Serviced Companion Loan Noteholder Register on the related date such amounts as are required to be remitted (or,
if no such account so appears or information relating thereto is not provided at least five (5) Business Days prior to the date
such amounts are required to be remitted, by check sent by first class mail to the address of such Serviced Companion Loan Noteholder
or its agent appearing on the Serviced Companion Loan Noteholder Register) the portion of the applicable


 



    -207-


     

    

 


Serviced Whole Loan Remittance
Amount allocable to such Serviced Companion Loan Noteholder.


 


(i)            Prior
to the Master Servicer Remittance Date relating to any Collection Period in which Gain-on-Sale Proceeds are received, the Certificate
Administrator shall establish and maintain the Gain-on-Sale Reserve Account, which may have one or more sub-accounts, to be held
in its own name for the benefit of the Trustee, for the benefit of the Certificateholders (other than the Holders of the Class
S Certificates), and with respect to each Serviced Whole Loan, the related Serviced Companion Loan Noteholders, and the Trustee
as holder of the Lower-Tier Regular Interests and the Regular Interests. Each account that constitutes a Gain-on-Sale Reserve Account
shall be an Eligible Account or a sub-account of an Eligible Account. On each Master Servicer Remittance Date, the Master Servicer
shall withdraw from the Collection Account or, if allocable to any Serviced Whole Loan, the Master Servicer shall withdraw from
the applicable Serviced Whole Loan Collection Account, and remit to the Certificate Administrator (i) in the case of the Mortgage
Loans (other than the Serviced Whole Loans), for deposit in the Lower-Tier Distribution Account, as applicable (which the Certificate
Administrator shall then deposit in the Gain-on-Sale Reserve Account), and (ii) in the case of the Serviced Whole Loans, for
deposit in the Gain-on-Sale Reserve Account, all Gain-on-Sale Proceeds received during the Collection Period ending on the Determination
Date immediately prior to such Master Servicer Remittance Date which are allocable to a Mortgage Loan or Serviced Whole Loan; provided
that on the Business Day prior to the final Distribution Date, the Certificate Administrator shall withdraw from the Gain-on-Sale
Reserve Account and deposit in the Lower-Tier Distribution Account (after allocation to any related Serviced Companion Loan as
provided in Section 4.01(e)), for distribution on such Distribution Date, any and all amounts then on deposit in the
Gain-on-Sale Reserve Account attributable to the Mortgage Loans.


 


(j)            Funds
in the Collection Account, the Serviced Whole Loan Collection Account, the Distribution Accounts, the Interest Reserve Account,
the Gain-on-Sale Reserve Account and the REO Account may be invested in Permitted Investments in accordance with the provisions
of Section 3.07 of this Agreement; provided, however, that for so long as Wells Fargo Bank, National
Association is the Certificate Administrator, funds on deposit in the Distribution Accounts, the Interest Reserve Account and the
Gain-on-Sale Reserve Account shall not be invested.


 


The Master Servicer shall give written
notice to the Depositor, the Trustee, the Certificate Administrator and the Special Servicer of the location and account number
of the Collection Account and, if applicable, the Serviced Whole Loan Collection Accounts as of the Closing Date and shall notify
the Depositor, the Special Servicer, the Certificate Administrator and the Trustee, as applicable, in writing on or prior to the
Closing Date and prior to any subsequent change thereof. In addition, the Master Servicer shall provide notice to each affected
holder of a Serviced Companion Loan of the location and account number of the relevant Serviced Whole Loan Collection Account as
well as notice in writing on or prior to the Closing Date and prior to any subsequent change thereof. The Certificate Administrator
shall give written notice to the Depositor, the Trustee, the Special Servicer and the Master Servicer of the location and account
number of the Interest Reserve Account and the Distribution Accounts as of the Closing Date and shall notify the Depositor, the
Trustee, the Special Servicer and the Master Servicer, as applicable, in writing prior to any subsequent change thereof.


 






    -208-


     

    


 


(k)        The
Certificate Administrator shall establish and maintain the Excess Interest Distribution Account, in its own name, for the benefit
of the Holders of the Class S, Class V1-E and Class V2 Certificates, with respect to the Excess Interest, which shall be an asset
of the Grantor Trust and beneficially owned by the Holders of the Class S, Class V1-E and Class V2 Certificates and shall not be
an asset of any Trust REMIC. The Excess Interest Distribution Account shall be established and maintained as an Eligible Account
or as a subaccount of an Eligible Account. Following the distribution of the applicable portions of Excess Interest to the Holders
of the Class S, Class V1-E and Class V2 Certificates, as applicable, on the first Distribution Date after which there are no longer
any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator shall terminate
the Excess Interest Distribution Account.


 


(l)         The
Certificate Administrator shall establish and maintain the Legal Fee Reserve Account. On the Closing Date, the Depositor shall
deposit $250,000.00 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account.  Funds held in the
Legal Fee Reserve Account shall remain uninvested.  Annually, on or about April 1st beginning 2017, upon receipt by the Certificate
Administrator from the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator shall
pay such legal invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account.  Any such
instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject
line reference of “CD 2016-CD2 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the
Trust Fund, either Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the Legal Fee Reserve Account
for all federal income tax purposes, and shall be taxable on all income earned therefrom.


 


Upon the depletion of the Legal Fee
Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor,
and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator shall
have no responsibility in connection therewith.


 


The Certificate Administrator shall
have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received.  On the final
Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account
in accordance with directions provided by the Depositor.


 


(m)       The
Certificate Administrator shall establish and maintain the Regular Interest Distribution Account in its own name for the benefit
of the Trustee and for the benefit of the Holders of the Certificates (other than the Class R and Class S Certificates). The Regular
Interest Distribution Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account
and shall be held uninvested. Promptly on each Distribution Date, the Certificate Administrator shall withdraw or be deemed to
withdraw from the Upper-Tier Distribution Account and deposit or be deemed to deposit in the Regular Interest Distribution Account
on or before such date amounts to be distributed in respect of the Regular Certificates and the Class V Certificates pursuant to
Section 4.01(c) of this Agreement and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution
Date to be distributed in respect of the Regular Interests pursuant to Section 4.01(d) of this Agreement on such date.


 






    -209-


     

    

 


Section 3.06     Permitted
Withdrawals from the Collection Accounts, the Serviced Whole Loan Collection Accounts and the Distribution Accounts; Trust
Ledger. (a)  The Master Servicer shall maintain a separate Trust Ledger with respect to the Mortgage Loans that
it is servicing on which it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with
respect thereto. On each Master Servicer Remittance Date (or such other date as may be specified below or on which funds are
available for such purpose as specified below), with respect to each Mortgage Loan (other than any Mortgage Loan related to a
Serviced Whole Loan unless otherwise specified in clauses (i), (ii), (v), (vi), (x), (xi), (xii), (xiii), (xv), (xvi)
and (xvii) of this Section 3.06(a)), the Master Servicer shall make withdrawals from amounts
allocated thereto in the Collection Account (and may debit the Trust Ledger) for the purposes listed below (the order set
forth below not constituting an order of priority for such withdrawals):


 


(i)           on
or before 3:00 p.m. (New York City time) on each Master Servicer Remittance Date, to remit to the Certificate Administrator
the amounts to be deposited into the Lower-Tier Distribution Account (including any amount transferred from the Serviced Whole
Loan Collection Account in respect of each Mortgage Loan that is part of a Serviced Whole Loan) (including without limitation the
aggregate of the Available Funds, Prepayment Premiums, Yield Maintenance Charges and Gain-on-Sale Proceeds) which the Certificate
Administrator shall then deposit into the Upper-Tier Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve
Account, pursuant to Section 3.05(f), Section 3.05(e) and Section 3.05(i) of this Agreement,
respectively;


 


(ii)          to
pay (A) itself unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing Fees
to the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a) of this Agreement); the Operating Advisor,
unpaid Operating Advisor Fees; and the Special Servicer, unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect
of each Mortgage Loan, Specially Serviced Loan and Serviced REO Loan (exclusive of each Mortgage Loan or Serviced REO Loan included
in a Serviced Whole Loan), as applicable, the Master Servicer’s, the Operating Advisor’s or Special Servicer’s,
as applicable, rights to payment of Servicing Fees, Operating Advisor Fees and Special Servicing Fees, Liquidation Fees and Workout
Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, Specially Serviced Loan or Serviced REO Loan
(exclusive of each Mortgage Loan or Serviced REO Loan included in a Serviced Whole Loan), as applicable, being limited to amounts
received on or in respect of such Mortgage Loan, Specially Serviced Loan or REO Loan, as applicable (whether in the form of payments,
Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) the
Special Servicer, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan
or Serviced REO Loan, as applicable, remaining unpaid out of general collections on the Mortgage Loans, Specially Serviced Loans
and REO Properties, but in the case of each Serviced Whole Loan, only to the extent that amounts on deposit in the applicable Serviced
Whole Loan Collection Account are insufficient therefor (provided that the Master Servicer shall, after receiving payment
from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to


 






    -210-


     

    

 


obtain
reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion
Loan Noteholders), (C) each month to the Other Servicer or Other Special Servicer (or Other Indemnified Party under Section
1.04 of this Agreement), as applicable, the Trust’s pro rata portion (based on the related Mortgage Loan’s
unpaid principal balance) of any unpaid special servicing fees, liquidation fees, workout fees and additional trust expenses in
respect of a Non-Serviced Mortgage Loan remaining unpaid (including amounts payable to such parties and Other Indemnified Parties
under Section 1.04 of this Agreement), out of general collections on the Mortgage Loans, Specially Serviced Loans and
REO Properties, (D) the Operating Advisor, any unpaid Operating Advisor Consulting Fees (but only to the extent such Operating
Advisor Consulting Fees were received from the related Borrower) and (E) the Asset Representations Reviewer, the unpaid Asset Representations
Reviewer Asset Review Fee (to the extent such fee is to be paid by the Trust Fund) payable in connection with any Asset Review
that was performed as a result of an Affirmative Asset Review Vote;


 


(iii)         to
reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances (other than Nonrecoverable Advances, which are
reimbursable pursuant to clause (v) below, and exclusive of the Mortgage Loans or Serviced REO Loans included in the
Serviced Whole Loans) the Master Servicer’s or the Trustee’s right to reimbursement pursuant to this clause (iii)
being limited to amounts received which represent Late Collections for the applicable Mortgage Loan (exclusive of the Mortgage
Loan or Serviced REO Loan included in the Serviced Whole Loan; provided, that to the extent such amounts are insufficient
to repay such P&I Advances on any Mortgage Loan as to which there is a related Serviced Subordinate Companion Loan, such P&I
Advances may be reimbursed, on a pro rata basis with any reimbursement to the related Serviced Companion Loan Service Provider
for unreimbursed principal and/or interest advances with respect to any related Serviced Pari Passu Companion Loan, from collections
on the related Serviced Whole Loan allocable to such Serviced Subordinate Companion Loan) during the applicable period; provided,
further, that if such P&I Advance becomes a Workout-Delayed Reimbursement Amount, then such P&I Advance shall thereafter
be reimbursed from amounts recovered on the related Mortgage Loan intended by the modified loan documents to be applied to reimburse
such Workout-Delayed Reimbursement Amount and then from the portion of general collections and recoveries on or in respect of all
of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries
of principal to the extent provided in clause (v) below;


 


(iv)         to
reimburse the Trustee or itself, in that order, (with respect to any Mortgage Loan or Serviced REO Property) (exclusive of the
Mortgage Loans or Serviced REO Loans included in the Serviced Whole Loans or any Serviced REO Property securing any Serviced Whole
Loan), for unreimbursed Servicing Advances, the Master Servicer’s or the Trustee’s respective rights to receive payment
pursuant to this clause (iv) with respect to any Mortgage Loan or Serviced REO Property being limited to, as applicable,
payments received from the related Borrower which represent reimbursements of such Servicing Advances, Liquidation Proceeds, Insurance
Proceeds, Condemnation Proceeds and REO Proceeds with respect to the applicable Mortgage Loan


 






    -211-


     

    

 


or Serviced REO Property; provided,
that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then such Servicing Advance shall thereafter be
reimbursed from amounts recovered on the related Mortgage Loan intended by the modified loan documents to be applied to reimburse
such Workout-Delayed Reimbursement Amount and then from the portion of general collections and recoveries on or in respect of the
Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries
of principal to the extent provided in clause (v) below;


 


(v)          (A) to
reimburse the Trustee or itself, in that order (with respect to any Mortgage Loan or Serviced REO Property), (1) with respect
to Nonrecoverable Advances, first, out of Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and REO Proceeds,
if any, received on the related Mortgage Loan and related REO Properties, second, out of the principal portion of general
collections on the Mortgage Loans and REO Properties, and then, to the extent the principal portion of general collections
is insufficient and with respect to such deficiency only, subject to any election at its sole discretion (or at the Trustee’s
sole discretion for the reimbursement of the Trustee) to defer reimbursement thereof pursuant to this Section 3.06(a)
of this Agreement, out of other collections on the Mortgage Loans and REO Properties and (2) with respect to the Workout-Delayed
Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties, net of
such amounts being reimbursed pursuant to the preceding clause (1) above, but in the case of either clause (1)
or (2) above with respect to each Serviced Whole Loan, only to the extent that amounts on deposit in the applicable Serviced
Whole Loan Collection Account are insufficient therefor after taking into account any allocation set forth in the related Intercreditor
Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account,
if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise
on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion
(or such other amount as may be set forth in the related Intercreditor Agreement) of such amount representing Servicing Advances
allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders), and (B) to pay itself or the
Special Servicer out of general collections on the Mortgage Loans and REO Properties, with respect to any Mortgage Loan or Serviced
REO Property any related earned Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout Fee, as applicable, that remained
unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage
Loan or Serviced REO Property and the deposit into the Collection Account of all amounts received in connection therewith, but
in the case of each Serviced Whole Loan, only to the extent that amounts on deposit in the applicable Serviced Whole Loan Collection
Account are insufficient therefor (provided that the Master Servicer shall, after receiving payment from amounts on deposit
in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially
reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement
for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan
Noteholders) and (C) to reimburse the related Other Servicer, the related Other Special Servicer, the related Other Trustee,


 






    -212-


     

    

 


the related Other Operating Advisor and the trust of the related Other Securitization, as applicable, out of general collections
on the Mortgage Loans and REO Properties for the Trust’s pro rata portion (based on the related Non-Serviced Mortgage
Loan’s unpaid principal balance) of nonrecoverable servicing advances (and interest thereon at the reimbursement rate) and
any additional trust fund expenses previously made or incurred with respect to the related Non-Serviced Mortgage Loans;


 


(vi)         (A)
at such time as it reimburses the Trustee or itself, in that order (with respect to any Mortgage Loan or Serviced REO Property),
for (1) any unreimbursed P&I Advance (including any such P&I Advance that constitutes a Workout-Delayed Reimbursement
Amount) made with respect to a Mortgage Loan pursuant to clause (iii) above, to pay itself or the Trustee, as applicable,
any Advance Interest Amounts accrued and payable thereon, (2) any unreimbursed Servicing Advances (including any such Advance
that constitutes a Workout-Delayed Reimbursement Amount) made with respect to a Mortgage Loan or Serviced REO Property pursuant
to clause (iv) above, to pay itself or the Trustee, as the case may be, any Advance Interest Amounts accrued and payable thereon
or (3) any Nonrecoverable P&I Advances made with respect to a Mortgage Loan or Serviced REO Property and any Nonrecoverable
Servicing Advances made with respect to a Mortgage Loan or REO Property or any Workout-Delayed Reimbursement Amounts pursuant to
clause (v) above, to pay itself or the Trustee, as the case may be, any Advance Interest Amounts accrued and payable thereon,
in each case, first, from Penalty Charges as provided in Section 3.12(d) and then, from general collections, but in the case
of a Serviced Whole Loan only to the extent that such Nonrecoverable Advance has been reimbursed and only to the extent that amounts
on deposit in the applicable Serviced Whole Loan Collection Account are insufficient therefor after taking into account any allocation
set forth in the related Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment from
amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain
reimbursement for a pro rata portion of such amount representing Advance Interest Amounts on Servicing Advances allocable
to the related Serviced Companion Loans from the related Companion Loan Noteholders) and (B) at such time as it reimburses
the related Other Servicer, the related Other Special Servicer and the related Other Trustee, as applicable, for any nonrecoverable
servicing advances made with respect to any related Non-Serviced Mortgage Loan or the related REO Property pursuant to clause (v)
above, to pay the related Other Servicer, the related Other Special Servicer and the related Other Trustee, as applicable, any
interest accrued and payable thereon;


 


(vii)        to
reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be, for any
unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect giving rise to a repurchase or substitution
obligation of the applicable Mortgage Loan Seller or any other obligation of the applicable Mortgage Loan Seller under Section 6
of the applicable Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the performance
of its duties under Section 2.03 of this Agreement or out of the enforcement of the repurchase or substitution obligation
of the applicable Mortgage Loan 


 






    -213-


     

    

 


Seller
or any other obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase
Agreement, together with interest thereon at the Reimbursement Rate, each such Person’s right to reimbursement pursuant
to this clause (vii) with respect to any Mortgage Loan exclusive of any Mortgage Loan included in the Serviced Whole
Loan) subject to the following: (a) if the Purchase Price is paid for such Mortgage Loan, then such Person’s right
to reimbursement shall be limited to that portion of the Purchase Price that represents such expense in accordance with
clause (f) of the definition of Purchase Price, or (b) if no Purchase Price is paid or if an amount less than
the Purchase Price is paid and proceedings are instituted to enforce the related Mortgage Loan Seller’s payment or
performance pursuant to the applicable Mortgage Loan Purchase Agreement or if a Loss of Value Payment is made, then such
Person shall be entitled to reimbursement from the Trust following the adjudication of such proceedings in favor of such
Mortgage Loan Seller, settlement of the Breach or Defect claim, or payment of such Loss of Value Payment, as the case may
be;


 


(viii)       to
pay itself all Prepayment Interest Excesses on the Mortgage Pool (exclusive of any Mortgage Loan or Serviced REO Loan included
in the Serviced Whole Loan) not required to be used pursuant to Section 3.17(c) of this Agreement;


 


(ix)          (A)
to pay itself, as additional servicing compensation in accordance with Section 3.12(a) of this Agreement, (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account as provided in Section 3.12(b)
of this Agreement (but only to the extent of the net investment earnings with respect to such Collection Account for any period
from any Distribution Date to the immediately succeeding Master Servicer Remittance Date) and (2) Penalty Charges on the
Mortgage Loans that are non-Specially Serviced Loans (exclusive of any Mortgage Loan or Serviced REO Loan included in a Serviced
Whole Loan), but only to the extent collected from the related Borrower and only to the extent that all amounts then due and payable
with respect to the related Mortgage Loan have been paid and are not needed to pay interest on Advances in accordance with Section 3.12
and/or pay or reimburse the Trust for Additional Trust Fund Expenses incurred with respect to such Mortgage Loan during or prior
to the related Collection Period (including Special Servicing Fees, Workout Fees or Liquidation Fees); and (B) to pay the
Special Servicer, as additional servicing compensation in accordance with Section 3.12(b), Net Default Interest and
any other Penalty Charges on Specially Serviced Loans (exclusive of any Mortgage Loan or Serviced REO Loan included in the Serviced
Whole Loan), but only to the extent collected from the related Borrower and only to the extent that all amounts then due and payable
with respect to the related Specially Serviced Loan have been paid and are not needed to pay interest on Advances or Additional
Trust Fund Expenses (including Special Servicing Fees, Workout Fees or Liquidation Fees), all in accordance with Section 3.12;


 


(x)           to
pay itself, the Special Servicer, the Depositor, the Operating Advisor or any of their respective directors, officers, members,
managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03(a)
of this Agreement (and in the case of a Serviced Whole Loan, only to the extent that such amounts on deposit in the applicable
Serviced Whole Loan Collection Account are insufficient therefor after taking into account any allocation set forth in the related


 






    -214-


     

    

 


Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the
Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable
efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro
rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders));
provided, that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed
allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular
Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xi)          to
pay for the cost of the Opinions of Counsel contemplated by Sections 3.10(d), 3.10(e), 3.15(a), 3.15(b)
and 12.08 of this Agreement (and in the case of a Serviced Whole Loan, only to the extent that such amounts on deposit in
the applicable Serviced Whole Loan Collection Account are insufficient therefor after taking into account any allocation set forth
in the related Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment from amounts on
deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially
reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement
for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan
Noteholders)); provided, that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid
shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related
to any particular Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal Balances of
the Mortgage Loans;


 


(xii)         to
pay out of general collections on the Mortgage Loans and REO Properties any and all federal, state and local taxes imposed on the
Lower-Tier REMIC, the Upper-Tier REMIC or any of their assets or transactions, together with all incidental costs and expenses,
to the extent that none of the Master Servicer, the Special Servicer or the Trustee is liable therefor pursuant to this Agreement,
except to the extent such amounts relate solely to the Serviced Whole Loans, in which case, such amounts will be reimbursed, first,
out of the related Serviced Whole Loan Collection Account from collections on the related Serviced Companion Loan and the related
Mortgage Loan on a pro rata basis by principal balance, and second, to the extent any such costs and expenses remain
unreimbursed, out of the Collection Account; provided, that for the purposes of allocating Additional Trust Fund Expenses,
(i) any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan
and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans based on the respective
Stated Principal Balances of the Mortgage Loans;


 


(xiii)        to reimburse
the Trustee, the Custodian or the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for
expenses incurred by and reimbursable to it by the Trust Fund, except to the extent such amounts relate solely to a Serviced Whole
Loan, in which case, such amounts will be reimbursed first, from the applicable Serviced Whole Loan Collection Account(s)
in accordance with


 






    -215-


     

    

 


Section 3.06(b) and then, out of general collections on the Mortgage Loans; provided,
that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if
relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro
rata, among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xiv)       to
pay any Person permitted to purchase a Mortgage Loan under Section 3.16 of this Agreement with respect to each Mortgage
Loan (exclusive of any Mortgage Loan included in the Serviced Whole Loan), if any, previously purchased by such Person pursuant
to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date of purchase;


 


(xv)        (A)
to pay to itself, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Asset
Representations Reviewer or the Depositor, as the case may be, any amount specifically required to be paid to such Person at the
expense of the Trust Fund under any provision of this Agreement to which reference is not made in any other clause of this
Section 3.06(a) of this Agreement and (B) to reimburse or pay any party to this Agreement any unpaid expenses specifically
reimbursable from the Collection Account under this Agreement (and, in the case of an amount specifically related to a Serviced
Whole Loan, only to the extent that such amounts on deposit in the applicable Serviced Whole Loan Collection Account are insufficient
therefor after taking into account any allocation set forth in the related Intercreditor Agreement (provided that the Master
Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the
related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights
under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the
related Serviced Companion Loans from the related Companion Loan Noteholders)), it being acknowledged that this clause (xv)
shall not be construed to modify any limitation or requirement otherwise set forth in this Agreement as to the time at which any
Person is entitled to payment or reimbursement of any amount or as to the funds from which any such payment or reimbursement is
permitted to be made; provided, that (i) any amounts so paid shall be deemed allocated, (a) if relating to a particular
Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage
Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xvi)       to
withdraw from the Collection Account any sums deposited therein in error and pay such sums to the Persons entitled thereto (including
any amounts relating to a Mortgage Loan that is part of a Serviced Whole Loan);


 


(xvii)      to
pay from time to time to itself in accordance with Section 3.07(b) of this Agreement any interest or investment income
earned on funds deposited in the Collection Account;


 


(xviii)     to
transfer Gain-on-Sale Proceeds allocable to Mortgage Loans to the Lower-Tier Distribution Account for deposit by the Certificate
Administrator into the Gain-on-Sale Reserve Account in accordance with Section 3.05(i) of this Agreement;


 






    -216-


     

    

 


(xix)        to
pay itself, the Special Servicer or the related Mortgage Loan Seller, as the case may be, with respect to each Mortgage Loan, if
any, previously purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by this Agreement,
all amounts received on such Mortgage Loan subsequent to the date of purchase or substitution, and, in the case of a substitution,
with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month
of substitution, in accordance with the third paragraph of Section 2.03(g) of this Agreement;


 


(xx)         to
pay to the Certificate Administrator, the Trustee, the Custodian or any of their directors, officers, employees, representatives
and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(d)
of this Agreement; provided, that any amounts so paid shall be deemed allocated, (a) if relating to a particular
Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage
Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xxi)        pursuant
to the CREFC® License Agreement, to pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
on a monthly basis; and


 


(xxii)       to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01 of this Agreement.


 


The Master Servicer shall also be entitled
to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement of amounts
required to be paid to the applicable Non-Serviced Mortgage Loan Service Providers and the related trust of the applicable Other
Securitization by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Intercreditor Agreement and the applicable
Other Pooling and Servicing Agreement.


 


The Master Servicer shall pay to the
Special Servicer from the Collection Account amounts permitted to be paid to it therefrom promptly upon receipt of a certificate
of a Servicing Officer of the Special Servicer describing the item and amount to which the Special Servicer is entitled. The Master
Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The Special
Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and Serviced REO Loan and any related Serviced
Companion Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from
the Collection Account.


 


The Master Servicer shall keep and
maintain separate accounting records, on a Mortgage Loan by Mortgage Loan basis, reflecting amounts allocable to each Mortgage
Loan, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit from
the Collection Account or the Trust Ledger. Upon written request, the Master Servicer shall provide to the Certificate Administrator
such records and any other information in the possession of the Master Servicer to enable the Certificate Administrator to determine
the amounts attributable to (i) the Lower-Tier REMIC with respect to the Mortgage Loans, (ii) the Excess Interest and (iii) the
Companion Loans.


 






    -217-


     

    

 


The Master Servicer shall pay to the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer, the Other
Trustee, the Other Servicer or the Other Special Servicer, from the Collection Account amounts permitted to be paid to such Person
therefrom, promptly upon receipt of a certificate of a Responsible Officer of the Trustee, a responsible officer of the Other Trustee,
a Responsible Officer of the Certificate Administrator, a certificate of an officer of the Operating Advisor, a certificate of
an officer of the Asset Representations Reviewer, a certificate of a Servicing Officer or a certificate of the Other Servicer or
Other Special Servicer, as applicable, describing the item and amount to which such Person is entitled (unless such payment to
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer, the
Other Trustee, the Other Servicer or Other Special Servicer, as the case may be, is specifically required pursuant to this Agreement
and the timing and the amount of payment is specified in, or calculable pursuant to, this Agreement, in which case a certificate
is not required). The Master Servicer may rely conclusively on any such certificate and shall have no duty to recalculate the amounts
stated therein.


 


The Trustee, the Certificate Administrator,
the Custodian, the Special Servicer, the Master Servicer, CREFC®, the Operating Advisor, the Asset Representations
Reviewer and the Non-Serviced Mortgage Loan Service Providers (to the extent specified in Section 12.12) shall in all
cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to time for the
reimbursement or payment of the Servicing Compensation (including investment income), Certificate Administrator/Trustee Fees, Special
Servicing Compensation (including investment income), the CREFC® Intellectual Property Royalty License Fee, Operating
Advisor Fees, Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees are actually received
from the Borrowers), the Asset Representations Reviewer Asset Review Fee (to the extent owed by the Trust pursuant to Section 11.02(c)
of this Agreement), Advances, Advance Interest Amounts (for each of such Persons other than CREFC®), their respective
indemnification payments (if any) pursuant to Section 6.03, Section 8.05 or Section 12.02 of this
Agreement (for each of such Persons other than CREFC®), their respective expenses hereunder to the extent such fees
and expenses are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement. For the
avoidance of doubt, any fees or expenses (including legal fees) for which a party is to be indemnified pursuant to Section 6.03
herein may be submitted directly to the Trust Fund and paid from amounts on deposit in the Collection Account on behalf of such
party pursuant to this Agreement. In addition, the Certificate Administrator, the Trustee, the Special Servicer, the Master Servicer,
the Operating Advisor and the Asset Representations Reviewer shall in all cases have a right prior to the Certificateholders to
any funds on deposit in the Collection Account from time to time for the reimbursement and payment of any federal, state or local
taxes imposed on any Trust REMIC.


 


Upon the determination that a previously
made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full amount of the principal
portion of general collections on the Mortgage Loans (or with respect to Servicing Advances, the Serviced Whole Loans) deposited
in the Collection Account and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each
at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such
Nonrecoverable Advance pursuant to Section 3.06(a) or


 






    -218-


     

    

 


Section 3.06(b)
of this Agreement immediately, may elect to refrain from obtaining such reimbursement for such portion of the
Nonrecoverable Advance during the Collection Period ending on the then-current Determination Date for successive one-month
periods for a total period not to exceed 12 months (with the consent of the Directing Holder, for so long as no Control
Termination Event has occurred and is continuing, for any deferral in excess of 6 months). If the Master Servicer or the
Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a
portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with
interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent Collection Period (subject,
again, to the same sole discretion to elect to defer; it is acknowledged that, in such a subsequent period, such
Nonrecoverable Advance shall again be payable first from principal collections as described above prior to payment
from other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain from the
reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month Collection Period ending on the
related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be authorized (in its
sole discretion) to wait for principal collections on the Mortgage Loans and Serviced Companion Loans to be received before
making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance (or portion
thereof) until the end of such Collection Period; provided, the Master Servicer or the Trustee shall use reasonable
efforts to give notice of its election to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), at least 15 days prior to
any reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the
Mortgage Loans unless (1) the Master Servicer or the Trustee determines in its sole discretion that waiting 15 days
after such a notice could jeopardize its ability to recover Nonrecoverable Advances, (2) changed circumstances or new
or different information becomes known to the Master Servicer or the Trustee that could affect or cause a determination of
whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the
determination in clause (1) above, or (3) the Master Servicer or the Trustee has not timely received from the
Certificate Administrator information requested by the Master Servicer or the Trustee to consider in determining whether to
defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master
Servicer or the Trustee shall give notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in
the Collection Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances to
the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement). Neither the Master Servicer nor the Trustee shall have any
liability for any loss, liability or expense resulting from any notice provided to each Rating Agency contemplated by the
immediately preceding sentence.


 


The foregoing shall not, however, be
construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply with the
conditions to making such an election under this Section 3.06(a) or to comply with the terms of this Section 3.06(a)
and the other provisions of this Agreement that apply once such an election, if any, has been made. If the Master Servicer or the
Trustee, as applicable, determines, in its sole discretion, that it should recover the Nonrecoverable Advances without deferral
as described above, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate


 






    -219-


     

    

 


reimbursement
of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Accounts for such
Distribution Date. Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable
Advance or portion thereof with respect to any one or more Collection Periods shall not limit the accrual of interest at the Reimbursement
Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master
Servicer’s or the Trustee’s, as applicable, election to defer reimbursement of such Nonrecoverable Advances as set
forth above is an accommodation to the Certificateholders and, as applicable, the Serviced Companion Loan Noteholders and shall
not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders
or the Serviced Companion Loan Noteholders. Nothing herein shall be deemed to create in the Certificateholders or the Serviced
Companion Loan Noteholders a right to prior payment of distributions over the Master Servicer’s or the Trustee’s,
as applicable, right to reimbursement for Advances (deferred or otherwise). In all events, the decision to defer reimbursement
or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard
and neither the Master Servicer, the Trustee nor the other parties to this Agreement shall have any liability to one another or
to any of the Certificateholders or any of the Serviced Companion Loan Noteholders for any such election that such party makes
as contemplated by this Section 3.06(a) or for any losses, damages or other adverse economic or other effects that
may arise from such an election.


 


None of the Master Servicer, the Special
Servicer or the Trustee shall be permitted to reverse any other Person’s determination, or to prohibit any such other authorized
Person from making a determination, that an Advance constitutes, or would constitute a Nonrecoverable Advance.


 


If the Master Servicer, the Trustee
or any Non-Serviced Mortgage Loan Service Provider, as applicable, is reimbursed out of general collections for any unreimbursed
Advances that are determined to be Nonrecoverable Advances (together with any Advance Interest Amount), then (for purposes of calculating
distributions on the Certificates) such reimbursement and payment of interest shall be deemed to have been made: first,
out of the Principal Distribution Amount, which, but for its application to reimburse a Nonrecoverable Advance and/or to pay the
Advance Interest Amount, would be included in Available Funds for any subsequent Distribution Date and, second, out of other
amounts which, but for their application to reimburse a Nonrecoverable Advance and/or to pay the Advance Interest Amount, would
be included in Available Funds for any subsequent Distribution Date.


 


If and to the extent that any payment
is deemed to be applied as contemplated in the paragraph above to reimburse a Nonrecoverable Advance or to pay the Advance Interest
Amount, then the Principal Distribution Amount for such Distribution Date shall be reduced, to not less than zero, by the amount
of such reimbursement. If and to the extent (i) any Advance is determined to be a Nonrecoverable Advance, (ii) such Advance
and/or the Advance Interest Amount is reimbursed out of the Principal Distribution Amount as contemplated above and (iii) the
particular item for which such Advance was originally made is subsequently collected out of payments or other collections in respect
of the related Mortgage Loan, then the Principal Distribution Amount for the Distribution Date that corresponds to the Collection
Period in which such item was recovered shall be increased by an amount equal to the lesser of (A) the amount of


 






    -220-


     

    

 


such
item and (B) any previous reduction in the Principal Distribution Amount for a prior Distribution Date as contemplated in
the paragraph above resulting from the reimbursement of the subject Advance and/or the payment of the Advance Interest Amount.


 


(b)           The
Master Servicer shall maintain a separate Trust Ledger with respect to each Serviced Whole Loan that it is servicing on which it
shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with respect thereto. On each Master
Servicer Remittance Date (or such other date as may be specified below or on which funds are available for such purpose as specified
below), with respect to each Serviced Whole Loan, the Master Servicer shall make withdrawals from amounts allocated thereto in
the related Serviced Whole Loan Collection Account (and may debit the Trust Ledger) for any of the following purposes (the order
set forth below not constituting an order of priority for such withdrawals):


 


(i)            to
make remittances each month in an aggregate amount of immediately available funds equal to the allocable portion of the applicable
Serviced Whole Loan Remittance Amount (A) to the related Serviced Companion Loan Noteholders within the time frame specified
in, and otherwise in accordance with Section 3.05(h) and (B) to the Collection Account for the benefit of the Trust
in respect of amounts allocable to the related Mortgage Loan, in each case in accordance with the related Intercreditor Agreement
(after taking into account the amounts permitted to be withdrawn from the Serviced Whole Loan Collection Account pursuant to this
Section 3.06(b)) provided, that Liquidation Proceeds relating to the repurchase of any Serviced Companion Loan by
the related seller thereof shall be remitted solely to the holder of such Serviced Companion Loan, as the case may be, and Liquidation
Proceeds relating to the repurchase of a Mortgage Loan related to a Serviced Whole Loan by the related Mortgage Loan Seller shall
be remitted solely to the Collection Account;


 


(ii)          to
pay (A) to itself unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing
Fees to the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a) of this Agreement) and to the Special
Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such Serviced Whole Loan or related Serviced
REO Loan, as applicable, the Master Servicer’s or the Special Servicer’s, as applicable, rights to payment of Servicing
Fees, Special Servicing Fees, Liquidation Fees and Workout Fees, as applicable, pursuant to this clause (ii)(A) with
respect to such Serviced Whole Loan or related Serviced REO Loan, as applicable, being limited to amounts received on or in respect
of such Serviced Whole Loan (whether in the form of payments, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds),
or such Serviced REO Loan (whether in the form of REO Proceeds, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds),
that are allocable as recovery of interest thereon and (B) to the Special Servicer, each month to the extent not covered by
clause (ii)(A) above, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such Serviced Whole
Loan or related Serviced REO Loan, as applicable, remaining unpaid out of general collections in the Collection Account as provided
in Section 3.06(a)(ii) of this Agreement;


 


(iii)         to
reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances with respect to the applicable Mortgage Loan
and to reimburse the related Serviced Companion Loan Service Provider for unreimbursed principal and/or interest


 






    -221-


     

    

 


advances with
respect to the applicable Serviced Companion Loan, the Master Servicer’s, the Trustee’s and the applicable Serviced
Companion Loan Service Provider’s right to reimbursement pursuant to this clause (iii) being limited to amounts received
in the applicable Serviced Whole Loan Collection Account which represent Late Collections received in respect of such Mortgage
Loan or Serviced Companion Loan, as applicable (as allocable thereto pursuant to the related Loan Documents and the related Intercreditor
Agreement), during the applicable period; provided, that to the extent such amounts are insufficient to repay such P&I
Advances on any Mortgage Loan as to which there is a related Serviced Subordinate Companion Loan, such P&I Advances may be
reimbursed, from collections on the related Serviced Whole Loan allocable to such Subordinate Companion Loan; provided,
further, that if such P&I Advance on the applicable Mortgage Loan becomes a Nonrecoverable Advance or a Workout-Delayed
Reimbursement Amount, then such P&I Advance shall thereafter be reimbursed in accordance with clause (v) below;


 


(iv)         to
reimburse the Trustee or itself, in that order, as applicable (with respect to such Serviced Whole Loan or Serviced REO Property),
for unreimbursed Servicing Advances with respect to such Serviced Whole Loan or related Serviced REO Property, the Master Servicer’s
or the Trustee’s respective rights to receive payment pursuant to this clause (iv) being limited to, as applicable,
related payments by the applicable Borrower with respect to such Servicing Advance, Liquidation Proceeds, Insurance Proceeds and
Condemnation Proceeds and REO Proceeds with respect to such Serviced Whole Loan; provided, that if such Servicing Advance
becomes a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount, then such Servicing Advance shall thereafter be reimbursed
in accordance with clause (v) below;


 


(v)          (A) to
reimburse the Trustee or itself, in that order, (with respect to such Serviced Whole Loan or related REO Property), as applicable
(x) with respect to Nonrecoverable Advances, first, out of Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds
and REO Proceeds received on the related Serviced Whole Loan and related REO Properties, and second, out of general collections
in the Collection Account as provided in Section 3.06(a) and (y) with respect to the Workout-Delayed Reimbursement
Amounts, first, out of the principal portion of the general collections on the Serviced Whole Loan and related REO Properties,
net of such amounts being reimbursed pursuant to the subclause first in the preceding clause (x) above and second
out of general collections in the Collection Account as provided in Section 3.06(a); provided that in the case
of both clause (x) and clause (y) of this clause (v), prior to making any reimbursement from general collections,
such reimbursements shall be made first, from collections on, and proceeds of the applicable Subordinate Companion Loan, if any,
and then from collections on, and proceeds of the related Mortgage Loan, or in the case of a Serviced Pari Passu Whole Loan with
a Serviced Pari Passu Companion Loan, on a pro rata basis as between the Mortgage Loan and any related Serviced Pari Passu
Companion Loans (based on the Mortgage Loan’s unpaid principal balance or related Serviced Pari Passu Companion Loan’s
principal balance) and then from general collections of the Trust (provided that, in the case of a Servicing Advance that
is a Nonrecoverable Advance, the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account,
if any, (i) promptly notify the related


 






    -222-


     

    

 


Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise
on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion
of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders) or (B) to pay
itself or the Special Servicer out of general collections on such Serviced Whole Loan and related REO Properties, any related earned
Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout Fee, as applicable, that remained unpaid in accordance with clause (ii)
above following a Final Recovery Determination made with respect to such Serviced Whole Loan or related REO Property and the deposit
into the applicable Serviced Whole Loan Collection Account of all amounts received in connection therewith; provided that,
notwithstanding the foregoing, such party’s rights to reimbursement pursuant to this clause (v) with respect to
any such Nonrecoverable Advance or Workout-Delayed Reimbursement Amount that is a P&I Advance, being limited (except to the
extent set forth in Section 3.06(a)) to amounts on deposit in the applicable Serviced Whole Loan Collection Account
that were received in respect of the particular Mortgage Loan (as allocable thereto pursuant to the related Loan Documents and
the related Intercreditor Agreement) in the related Serviced Whole Loan as to which such Nonrecoverable Advance or such Workout-Delayed
Reimbursement Amount were incurred (provided, that to the extent such amounts are insufficient to repay such Advances on
any Mortgage Loan as to which there is a related Subordinate Companion Loan, such P&I Advances may be reimbursed from collections
on the related Serviced Whole Loan allocable to such Subordinate Companion Loan);


 


(vi)         at
such time as it reimburses the Trustee or itself, in that order, as applicable, for (A) any unreimbursed P&I Advance with
respect to the applicable Mortgage Loan (including any such Advance that constitutes a Workout-Delayed Reimbursement Amount) or
any unreimbursed principal and/or interest advance with respect to the related Serviced Companion Loan pursuant to clause (iii)
above, to pay itself, the Trustee or such Serviced Companion Loan Service Provider, as applicable, any Advance Interest Amounts
accrued and payable thereon, (B) any unreimbursed Servicing Advances (including any such Advance that constitutes a Workout-Delayed
Reimbursement Amount) pursuant to clause (iv) above, to pay itself, the Special Servicer or the Trustee, as the case may be,
any Advance Interest Amounts accrued and payable thereon or (C) any Nonrecoverable Advances pursuant to clause (v) above,
to pay itself, the Special Servicer, the Trustee or any Serviced Companion Loan Service Provider, as the case may be, any Advance
Interest Amounts accrued and payable thereon, with such amounts payable in the case of clauses (A), (B) and (C) above, first,
from Penalty Charges pursuant to Section 3.12(d), then, from collections on, and proceeds of the applicable Subordinate
Companion Loan, if any, and then, from collections on, and proceeds of on a pro rata basis as between the Mortgage Loan and any
related other Serviced Pari Passu Companion Loans (based on the Mortgage Loan’s unpaid principal balance or related Serviced
Pari Passu Companion Loan’s principal balance), provided that, notwithstanding the foregoing, such party’s rights
to reimbursement pursuant to this clause (vi) with respect to any such interest on P&I Advances (including any such P&I
Advance that is a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount) being limited to amounts on deposit in the
applicable Serviced Whole Loan Collection Account that were received in respect of the particular Mortgage Loan (as allocable thereto
pursuant to


 






    -223-


     

    

 


the related Loan Documents and the related Intercreditor Agreement) in the related Serviced Whole Loan as to which
such advance relates (provided, that any Mortgage Loan as to which there is a related Subordinate Companion Loan, such interest
on P&I Advances may be reimbursed from collections on the related Serviced Whole Loan allocable to such Subordinate Companion
Loan);


 


(vii)        to
reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be, as applicable,
for any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect with respect to the Mortgage
Loan giving rise to a repurchase obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage
Loan Purchase Agreement or, with respect to a Serviced Companion Loan, under the related mortgage loan purchase agreement, including,
without limitation, any expenses arising out of the enforcement of the repurchase obligation, each such Person’s right to
reimbursement pursuant to this clause (vii) with respect to such Serviced Whole Loan being limited to that portion of the
Purchase Price paid for the related Mortgage Loan that represents such expense in accordance with clause (e) of the definition
of Purchase Price (or, with respect to a Serviced Companion Loan, a comparable expense);


 


(viii)       to
pay itself all Prepayment Interest Excesses on any related Mortgage Loan or Serviced Companion Loan included in the Serviced Whole
Loans not required to be used pursuant to Section 3.17(c) of this Agreement;


 


(ix)          (A) to
pay itself, as additional servicing compensation in accordance with Section 3.12(a), (1) interest and investment
income earned in respect of amounts relating to such Serviced Whole Loan held in the applicable Serviced Whole Loan Collection
Account as provided in Section 3.07(b) (but only to the extent of the net investment earnings with respect to such
Serviced Whole Loan Collection Account for any period from any Distribution Date to the immediately succeeding Master Servicer
Remittance Date) and (2) any Penalty Charges on the related Mortgage Loan and Serviced Companion Loan (except to the extent
prohibited by the related Intercreditor Agreement and other than Specially Serviced Loans) but only to the extent collected from
the related Borrower and to the extent that all amounts then due and payable with respect to the Serviced Whole Loans have been
paid and are not needed to pay Advance Interest Amounts, interest on debt service advances made by the related Serviced Companion
Loan Service Provider and/or Additional Trust Fund Expenses in accordance with Section 3.12 and the related Intercreditor
Agreement; and (B) to pay the Special Servicer, as additional servicing compensation in accordance with the second paragraph
of Section 3.12, the portion of any Penalty Charges on the related Mortgage Loan and Serviced Companion Loan (except
to the extent prohibited by the related Intercreditor Agreement), during the period it is a Specially Serviced Loan (but only to
the extent collected from the related Borrower and to the extent that all amounts then due and payable with respect to the related
Specially Serviced Loan have been paid and are not needed to pay interest on Advances, interest on debt service advances made by
the related Serviced Companion Loan Service Provider and/or Additional Trust Fund Expenses in accordance with Section 3.12
and the related Intercreditor Agreement);


 






    -224-


     

    

 


(x)           to
recoup any amounts deposited in such Serviced Whole Loan Collection Account in error;


 


(xi)          to
pay itself, the Special Servicer, the Depositor or any of their respective directors, officers, members, managers, employees and
agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03(a) or 6.03(b), to
the extent that such amounts relate to such Serviced Whole Loan;


 


(xii)         to
pay for the cost of the Opinions of Counsel contemplated by Section 3.10(d), 3.10(e), 3.15(a), 3.15(b)
and 12.08 to the extent that such opinions specifically relate to such Serviced Whole Loan;


 


(xiii)        to
pay out of general collections on such Serviced Whole Loan and related Serviced REO Property any and all federal, state and local
taxes imposed on the Upper-Tier REMIC, the Lower-Tier REMIC or any of their assets or transactions, together with all incidental
costs and expenses, in each case to the extent that neither the Master Servicer, the Special Servicer, the Certificate Administrator
nor the Trustee is liable therefor pursuant to this Agreement and only to the extent that such amounts relate to the related Mortgage
Loan or to the related Serviced Companion Loans (but only to the extent that any related Serviced Companion Loan is included in
a REMIC);


 


(xiv)       to
reimburse the Trustee and the Certificate Administrator out of general collections on such Serviced Whole Loan and related REO
Properties for expenses incurred by and reimbursable to it by the Trust Fund specifically related to such Serviced Whole Loan;


 


(xv)         to
pay any Person permitted to purchase a Mortgage Loan under Section 3.16 with respect to the Mortgage Loan included
in such Serviced Whole Loan, if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon
subsequent to the date of purchase relating to periods after the date of purchase;


 


(xvi)       to
deposit in the Interest Reserve Account the amounts with respect to the Mortgage Loan included in such Serviced Whole Loan required
to be deposited in the Interest Reserve Account pursuant to Section 3.05(e);


 


(xvii)      to
pay to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Depositor, as the case may
be, to the extent that such amounts relate to the Mortgage Loan included in such Serviced Whole Loan, any amount specifically required
to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement to which reference is not made
in any other clause of this Section 3.06(b), it being acknowledged that this clause (xvii) shall not
be construed to modify any limitation or requirement otherwise set forth in this Agreement or in the related Intercreditor Agreement
as to the time at which any Person is entitled to payment or reimbursement of any amount or as to the funds from which any such
payment or reimbursement is permitted to be made;


 






    -225-


     

    

 


(xviii)     to
pay the related Mortgage Loan Seller with respect to the Mortgage Loan included in such Serviced Whole Loan, if any, previously
purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by this Agreement, all amounts received
on such Mortgage Loan subsequent to the date of purchase or substitution, and, in the case of a substitution, with respect to the
related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month of substitution,
in accordance with the third paragraph of Section 2.03(g); and


 


(xix)        to
clear and terminate such Serviced Whole Loan Collection Account at the termination of this Agreement pursuant to Section 9.01.


 


In the case of the amounts payable
as set forth above in this Section 3.06(b) with respect to any Serviced Whole Loan, if such amount is not specifically
payable, pursuant to the terms of this Agreement or the related Intercreditor Agreement, out of collections or proceeds allocable
to any particular note that is a part of such Serviced Whole Loan, such amount shall be paid from collections on, and proceeds
of the related Serviced Subordinate Companion Loan, if any, and then, from collections on, and proceeds of, on a pro rata
basis as between, the related Mortgage Loan and any related Serviced Pari Passu Companion Loans (based on the related Mortgage
Loan’s principal balance or the related Serviced Pari Passu Companion Loan’s principal balance), and then, to the extent
provided for in this Agreement, from general collections.


 


The Master Servicer shall keep and
maintain separate accounting records, on a loan by loan and property by property basis when appropriate, for the purpose of justifying
any withdrawal from any Serviced Whole Loan Collection Account. All withdrawals with respect to any Serviced Whole Loan shall be
made first, from the applicable Serviced Whole Loan Collection Account and then, from the Master Servicer’s
Collection Account to the extent permitted by Section 3.06(a). Upon request, the Master Servicer shall provide to the
Certificate Administrator such records and any other information in the possession of the Master Servicer to enable the Certificate
Administrator to determine the amounts attributable to the Lower-Tier REMIC and the Companion Loans.


 


The Master Servicer shall pay to the
Special Servicer from the Serviced Whole Loan Collection Accounts amounts permitted to be paid to it therefrom promptly upon receipt
of a certificate of a Servicing Officer of such Special Servicer describing the item and amount to which the Special Servicer is
entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to recalculate the amounts stated
therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan included in the Serviced
Whole Loan and related REO Loan, on a loan by loan and property by property basis, for the purpose of justifying any request for
withdrawal from any Serviced Whole Loan Collection Account.


 


Any permitted withdrawals under this
Section 3.06(b) with respect to reimbursement for advances or other amounts payable to an Other Trustee shall, if applicable,
also be deemed to be a permitted withdrawal for similar amounts owed to the fiscal agent of the Other Trustee, if any.


 






    -226-


     

    

 


Notwithstanding anything to the contrary
contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall withdraw from the related Serviced Whole
Loan Collection Account and remit to the related Serviced Companion Loan Noteholders, within (x) with respect to any Serviced
Subordinate Companion Loan, if required pursuant to the terms of the related Intercreditor Agreement, two (2) Business Days of
receipt of properly identified funds and (y) with respect to any Serviced Pari Passu Companion Loan, one (1) Business Day
of receipt of properly identified funds, any amounts that represent Late Collections or Principal Prepayments on such Serviced
Companion Loan or any successor REO Loan with respect thereto, that are received by the Master Servicer prior to 3:00 p.m. (New
York City time) on any given Business Day (and to the extent any such amounts are received after 3:00 p.m. Eastern time on any
given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such Late Collections or Principal Prepayments
to the related Serviced Companion Loan Noteholders within one (1) Business Day of receipt of properly identified funds but, in
any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified funds) (exclusive
of any portion of such amount payable or reimbursable to any third party in accordance with the related Intercreditor Agreement
or this Agreement), unless such amount would otherwise be included in the monthly remittance to the holder of such Serviced Companion
Loan for such month.


 


If the Master Servicer fails, as of
5:00 p.m. (New York City time) on any Master Servicer Remittance Date, any related Serviced Whole Loan Remittance Date or any other
date a remittance is required to be made, as applicable, to remit to the Certificate Administrator (in respect of the related Mortgage
Loan) or the Serviced Companion Loan Noteholders (in respect of any related Serviced Companion Loan) any amounts required to be
so remitted hereunder by such date (including any P&I Advance pursuant to Section 4.07 and any Gain-on-Sale Proceeds
allocable to the Serviced Companion Loans pursuant to Section 4.01(d)(i)), the Master Servicer shall pay to the Certificate
Administrator (in respect of the Mortgage Loan) or the Serviced Companion Loan Noteholders (in respect of the Serviced Companion
Loan), for the account of the Certificate Administrator (in respect of the Mortgage Loan) or the Serviced Companion Loan Noteholders
(in respect of the Serviced Companion Loans), interest, calculated at the Prime Rate, on such amount(s) not timely remitted, from
the time such payment was required to be made (without regard to any grace period) until (but not including) the date such late
payment is received by the Certificate Administrator or the Serviced Companion Loan Noteholders, as applicable.


 


(c)           On
each Master Servicer Remittance Date, all net income and gain realized from investment of funds to which the Master Servicer or
the Special Servicer is entitled pursuant to Section 3.07(b) of this Agreement shall be subject to withdrawal by the
Master Servicer or the Special Servicer, as applicable.


 


(d)          With
respect to the Serviced Whole Loans, if amounts required to pay the expenses allocable to any related Serviced Companion Loan exceed
amounts on deposit in the Serviced Whole Loan Collection Account, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, may seek reimbursement from the Trust Fund with respect to such expenses allocable to such Serviced
Companion Loan. The Master Servicer or Special Servicer, as applicable, shall seek (on behalf of the Trust Fund, subject to the
related Intercreditor Agreement) payment or reimbursement from the holder of the related


 






    -227-


     

    

 


Serviced
Subordinate Companion Loan, if any, and then for the pro rata portion of such expenses allocable to a related Serviced
Pari Passu Companion Loan from the related Serviced Companion Loan Noteholder or, if such Serviced Companion Loan has been deposited
into a securitization, out of general collections in the collection account established pursuant to the related Other Pooling
and Servicing Agreement.


 


(e)           If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced
REO Property, then the Special Servicer shall (provided that, (1) with respect to clause (iv) below, the Special Servicer
shall have provided notice to the Master Servicer of the occurrence of such liquidation event and (2) with respect to clause (v)
below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five Business Days’
prior notice of such final Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from
the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection Account for the following purposes:


 


(i)           to
reimburse the Master Servicer or the Trustee, in accordance with Section 3.06(a) of this Agreement, for any Nonrecoverable
Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with the Advance Interest
Amount);


 


(ii)          to
pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of, any
expense relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss of
Value Payments, would constitute an Additional Trust Fund Expense;


 


(iii)         to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be (as
calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any
related successor REO Loan;


 


(iv)         following
the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or Serviced REO Loan; and


 


(v)          On
the final Distribution Date after all distributions have been made as set forth in clauses (i)-(iv) above, to each
Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses, that are
attributable to such Mortgage Loan or related REO Property, Additional Trust Fund Expenses or any Nonrecoverable Advances incurred
with respect to the Mortgage Loan related to such contribution.


 


Any Loss of Value Payments transferred
to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall be treated as Liquidation Proceeds received
by the


 






    -228-


     

    

 


Trust
in respect of the related Mortgage Loan or any successor REO Loan with respect thereto for which such Loss of Value Payments were
received; and any Loss of Value Payments transferred to the Collection Account pursuant to clause (iv) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO Loan for which such Loss
of Value Payments are being transferred to the Collection Account to cover an item contemplated by clauses (i)-(iv) of the
prior paragraph.


 


(f)            The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier Distribution Account for any of the following
purposes (the order set forth below shall not indicate any order of priority), in each case to the extent not previously paid from
the Collection Account:


 


(i)           to
make deposits of the Lower-Tier Distribution Amount and the amount of any Prepayment Premium and Yield Maintenance Charges distributable
pursuant to Section 4.01(a) of this Agreement in the Upper-Tier Distribution Account, and to make distributions on
the Class R Certificates in respect of the Class LTR Interest pursuant to Section 4.01(a) of this Agreement;


 


(ii)          to
pay itself, the Trustee and the Custodian respective portions of any accrued but unpaid Trustee/Certificate Administrator Fees;


 


(iii)         to
pay itself an amount equal to all net income and gain realized from investment of funds in the Lower-Tier Distribution Account
pursuant to Section 3.07(b) of this Agreement;


 


(iv)         to
pay to itself, the Trustee, the Custodian or any of their directors, officers, employees, representatives and agents, as the case
may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(b), Section 8.05(c)
and Section 8.05(d) of this Agreement;


 


(v)          to
recoup any amounts deposited in the Lower-Tier Distribution Account in error; and


 


(vi)         to
clear and terminate the Lower-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.01
of this Agreement.


 


(g)           The
Certificate Administrator may make withdrawals from the Upper-Tier Distribution Account for any of the following purposes:


 


(i)           to
make distributions in respect of the Regular Interests (to the Regular Interest Distribution Account) on each Distribution Date
pursuant to Section 4.01(b) or Section 9.01 of this Agreement, as applicable;


 


(ii)          to
make distributions in respect of the Regular Interests (to the Regular Interest Distribution Account) on each Distribution Date
in respect of any Prepayment Premium and Yield Maintenance Charges distributable pursuant to Section 4.01(d).


 






    -229-


     

    

 


(iii)         to
make distributions to Holders of the Class R Certificates, in respect of the Class UTR Interest, pursuant to Section 4.01(b)
or Section 9.01 of this Agreement;


 


(iv)         to
recoup any amounts deposited in the Upper-Tier Distribution Account in error; and


 


(v)          to
clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.01
of this Agreement.


 


(h)          The
Certificate Administrator may make withdrawals from the Regular Interest Distribution Account for any of the following purposes:


 


(i)           to
make distributions to Certificateholders (other than Holders of the Class S and Class R Certificates) on each Distribution
Date pursuant to Section 4.01(c) or Section 9.01 of this Agreement, as applicable;


 


(ii)          to
make distributions to Certificateholders (other than Holders of the Class S and Class R Certificates) on each Distribution
Date in respect of any Prepayment Premium and Yield Maintenance Charges distributable pursuant to Section 4.01(d);


 


(iii)         to
recoup any amounts deposited in the Regular Interest Distribution Account in error; and


 


(iv)         to
clear and terminate the Regular Interest Distribution Account at the termination of this Agreement pursuant to Section 9.01
of this Agreement.


 


Section 3.07     Investment
of Funds in the Collection Accounts, the Serviced Whole Loan Collection Accounts, the Distribution Accounts, the Interest Reserve
Account, the Gain-on-Sale Reserve Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve
Accounts. (a)  The Master Servicer (with respect to the Collection Account, and any Serviced Whole Loan Collection
Account and any Borrower Accounts (as defined below and subject to the second succeeding sentence)), the Special Servicer (with
respect to any REO Account and any Loss of Value Reserve Fund) and the Certificate Administrator (with respect to the Distribution
Accounts, the Interest Reserve Account and the Gain-on-Sale Reserve Account) may direct any depository institution maintaining
the Collection Account, any Serviced Whole Loan Collection Account, the Gain-on-Sale Reserve Account, any Borrower Accounts, any
REO Account, any Loss of Value Reserve Fund, the Interest Reserve Account and the Distribution Accounts (each such account, for
purposes of this Section 3.07, an “Investment Account”), to invest the funds in such Investment
Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on
demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment
Account pursuant to this Agreement. Any investment of funds on deposit in an Investment Account by the Master Servicer, the Special
Servicer or the Certificate Administrator shall be documented in writing and shall provide evidence that such investment is a
Permitted Investment which matures at or prior to the time required hereby or is payable on demand. In the case of any Escrow
Account, Lock-Box Account, Cash Collateral Account or Reserve Account (the “Borrower Accounts”), the Master
Servicer shall act upon the written request of the related Borrower or Manager to the extent that the Master Servicer is required
to do so under the terms


 






    -230-


     

    

 


of
the respective Loan Documents, provided that in the absence of appropriate written instructions from the related Borrower
or Manager meeting the requirements of this Section 3.07, the Master Servicer shall have no obligation to, but will
be entitled to, direct the investment of funds in such accounts in Permitted Investments. All such Permitted Investments shall
be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the
Trustee (in its capacity as such) or in the name of a nominee of the Trustee. The Certificate Administrator shall have sole control
(except with respect to investment direction which shall be in the control of the Master Servicer or the Special Servicer, with
respect to any REO Accounts, as an independent contractor to the Trust Fund) over each such investment and any certificate
or other instrument evidencing any such investment shall be delivered directly to the Certificate Administrator or its agent (which
shall initially be the Master Servicer), together with any document of transfer, if any, necessary to transfer title to such investment
to the Trustee or its nominee. Neither the Certificate Administrator nor the Trustee shall have any responsibility or liability
with respect to the investment directions of the Master Servicer, the Special Servicer, any Borrower or Manager or any losses
resulting therefrom, whether from Permitted Investments or otherwise. The Master Servicer shall have no responsibility or liability
with respect to the investment directions of the Special Servicer, the Certificate Administrator, the Trustee, any Borrower or
Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Special Servicer shall have no
responsibility or liability with respect to the investment directions of the Master Servicer, the Certificate Administrator, the
Trustee, any Borrower or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event
amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer
(or the Special Servicer or the Certificate Administrator, as applicable) shall:


 


(x)           consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the
amount required to be withdrawn on such date; and


 


(y)          demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer (or the Special Servicer or the Certificate
Administrator, as applicable) that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter
on deposit in the related Investment Account.


 


(b)          All
income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer
(except with respect to the investment of funds deposited in (i) any Borrower Account, which shall be for the benefit of the
related Borrower to the extent required under the related Loan Documents for the Mortgage Loan or applicable law, (ii) any
REO Account and the Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer or (iii) the Gain-on-Sale
Reserve Account, the Interest Reserve Account and the Distribution Accounts, which shall be for the benefit of the Certificate
Administrator) and, if held in the Collection Account, any Serviced Whole Loan Collection Account, REO Account or Distribution
Account shall be subject to withdrawal by the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable,
in accordance with Section 3.06 or Section 3.15(b) of this Agreement, as applicable. The Master Servicer,
or with


 






    -231-


     

    

 


respect
to any REO Account or Loss of Value Reserve Fund, the Special Servicer, or with respect to the Gain-on-Sale Reserve Account or
the Distribution Accounts, the Certificate Administrator, shall deposit from its own funds into the Collection Account, applicable
Serviced Whole Loan Collection Account, any REO Account or Loss of Value Reserve Fund, the Gain-on-Sale Reserve Account, the Interest
Reserve Account or the Distribution Accounts, as applicable, the amount of any loss incurred in respect of any such Permitted
Investment immediately upon realization of such loss; provided, that the Master Servicer, the Special Servicer or the Certificate
Administrator, as applicable, may reduce the amount of such payment to the extent it forgoes any investment income in such Investment
Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in any Borrower Account immediately
upon realization of such loss the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts
are invested at the direction of or for the benefit of the Borrower under the terms of the related Loan Documents for the Mortgage
Loan, Serviced Whole Loan or applicable law; provided that neither the Master Servicer nor the Special Servicer shall be
required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of
the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so
long as such depository institution or trust company has satisfied the qualifications set forth in the definition of Eligible
Account both (x) at the time the investment was made and (y) 30 days prior to such insolvency.


 


(c)           Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, in either case as a result of an action
or inaction of the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, the Trustee may, and
upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such
action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
If the Trustee takes any such action, (i) the Master Servicer, if such Permitted Investment was for the benefit of the Master
Servicer, (ii) the Special Servicer, if such Permitted Investment was for the benefit of the Special Servicer or (iii) the
Certificate Administrator, if such Permitted Investment was for the benefit of the Certificate Administrator, shall pay or reimburse
the Trustee for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in connection
therewith.


 


Section 3.08     Maintenance
of Insurance Policies and Errors and Omissions and Fidelity Coverage. (a)  In the case of each Mortgage Loan or
Serviced Whole Loan, as applicable (but excluding any REO Loan and any Non-Serviced Mortgage Loan), the Master Servicer shall
use commercially reasonable efforts consistent with the Servicing Standard to cause the related Borrower, with respect to the
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and Serviced Whole Loans that it is servicing, to maintain the following
insurance coverage (including identifying the extent to which such Borrower is maintaining insurance coverage and, if such Borrower
does not so maintain, the Master Servicer will itself cause to be maintained with Qualified Insurers) for the related Mortgaged
Property: (x) except where the Loan Documents permit a Borrower to rely on self-insurance provided by a tenant, a fire and
casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at
least equal to the lesser of (i) the full replacement cost of improvements securing such Mortgage Loan or Serviced Whole
Loan, as applicable, and (ii) the


 






    -232-


     

    

 


Stated
Principal Balance of such Mortgage Loan or Serviced Whole Loan, as applicable, but, in any event, in an amount sufficient to avoid
the application of any co-insurance clause and (y) all other insurance coverage (including, but not limited to, coverage
for acts of terrorism) that is required, subject to applicable law, under the related Loan Documents; provided, that:


 


(i)           the
Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property unless
the Trustee has an insurable interest and (x) such insurance policy was in effect at the time of the origination of the related
Mortgage Loan or Serviced Whole Loan, as applicable, or (y) such insurance policy was required by the related Loan Documents
and is available at commercially reasonable rates, provided that the Master Servicer shall require the related Borrower
to maintain such insurance in the amount, in the case of clause (x), maintained at origination, and in the case of
clause (y), required by such Mortgage Loan or Serviced Whole Loan, in each case, to the extent such amounts are available
at commercially reasonable rates and to the extent the Trustee has an insurable interest;


 


(ii)          if
and to the extent that any Loan Document grants the lender thereunder any discretion (by way of consent, approval or otherwise)
as to the insurance provider from whom the related Borrower is to obtain the requisite insurance coverage, the Master Servicer
shall (to the extent consistent with the Servicing Standard) require the related Borrower to obtain the requisite insurance coverage
from Qualified Insurers;


 


(iii)         the
Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to cause any
Borrower to maintain the insurance required to be maintained under the Loan Documents; provided, that this clause shall
not limit the Master Servicer’s obligation to obtain and maintain a force-placed insurance policy, as provided herein;


 


(iv)         except
as provided below (including under clause (vi) below), in no event shall the Master Servicer be required to cause the
Borrower to maintain, or itself obtain, insurance coverage to the extent that the failure of such Borrower to maintain insurance
coverage is an Acceptable Insurance Default (as determined by the Special Servicer);


 


(v)          to
the extent that the Master Servicer itself is required to maintain insurance that the Borrower does not maintain, the Master Servicer
will not be required to maintain insurance other than what is available to the Master Servicer on a force-placed basis at commercially
reasonable rates, and only to the extent the Trust as lender has an insurable interest thereon; and


 


(vi)         any
explicit terrorism insurance requirements contained in the related Loan Documents shall be enforced by the Master Servicer in accordance
with the Servicing Standard (unless the Special Servicer with the consent of, if no Control Termination Event has occurred and
is continuing, the Directing Holder, and after consultation with the Risk Retention Consultation Parties pursuant to Section
6.07, has consented to a waiver (including a waiver to permit the Master Servicer to accept insurance that does not comply
with specific requirements contained in the Loan Documents) in writing of that provision in accordance with the Servicing Standard);
provided that the Special Servicer shall promptly notify the Master Servicer in writing of such waiver.


 






    -233-


     

    

 


The Master Servicer shall notify the
Special Servicer, the Certificate Administrator, the Trustee and the Directing Holder if the Master Servicer determines in accordance
with the Servicing Standard that a Borrower under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) has failed to maintain
insurance required under the Loan Documents and such failure materially and adversely affects the interests of the Certificateholders
or if a Borrower under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) has notified the Master Servicer in writing that
the Borrower does not intend to maintain such insurance and that the Master Servicer has determined in accordance with the Servicing
Standard that such failure materially and adversely affects the interests of the Certificateholders.


 


Subject to Section 3.15(b)
of this Agreement, with respect to each Serviced REO Property, the Special Servicer shall use reasonable efforts and only if the
Trustee has an insurable interest, consistent with the Servicing Standard, to maintain (subject to the right of the Special Servicer
to direct the Master Servicer to make a Servicing Advance for the costs associated with coverage that the Special Servicer determines
to maintain, in which case the Master Servicer shall make such Servicing Advance) with Qualified Insurers to the extent reasonably
available at commercially reasonable rates and to the extent the Trustee has an insurable interest, (a) a fire and casualty
extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal
to the lesser of the full replacement value of the Mortgaged Property or the Stated Principal Balance of the Mortgage Loan, Serviced
REO Loan or the Serviced Whole Loan, as applicable (or such greater amount of coverage required by the related Loan Documents (unless
such amount is not available or, if no Control Termination Event has occurred and is continuing, the Directing Holder has consented
to a lower amount)), but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, (b) a
comprehensive general liability insurance policy with coverage comparable to that which would be required under prudent lending
requirements and in an amount not less than $1.0 million per occurrence, and (c) to the extent consistent with the Servicing
Standard, a business interruption or rental loss insurance covering revenues or rents for a period of at least 12 months; provided,
that the Special Servicer shall not be required in any event to maintain or obtain insurance coverage described in this paragraph
beyond what is reasonably available at a commercially reasonable rate and consistent with the Servicing Standard.


 


All such insurance policies maintained
as described above shall contain (if they insure against loss to property) a “standard” mortgagee clause, with loss
payable to the Master Servicer (on behalf of the Trustee on behalf of Certificateholders and, with respect to a Serviced Whole
Loan, the related Serviced Companion Loan Noteholders), or shall name the Trustee as the insured, with loss payable to the Special
Servicer on behalf of the Trustee (on behalf of Certificateholders and, with respect to a Serviced Whole Loan, the related Serviced
Companion Loan Noteholders) (in the case of insurance maintained in respect of an REO Property). Any amounts collected by the Master
Servicer or Special Servicer, as applicable, under any such policies (other than amounts to be applied to the restoration or repair
of the related Mortgaged Property or Serviced REO Property or amounts to be released to the related Borrower, in each case in accordance
with the Servicing Standard) shall be deposited in the Collection Account (or, in the case of the Serviced Whole Loans, in the
applicable Serviced Whole Loan Collection Account), subject to withdrawal pursuant to Section 3.06 of this Agreement,
in the case of amounts received in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or


 






    -234-


     

    

 


Serviced
Whole Loan, or in the applicable REO Account of the Special Servicer, subject to withdrawal pursuant to Section 3.15
of this Agreement, in the case of amounts received in respect of a Serviced REO Property. Any cost incurred by the Master Servicer
or the Special Servicer in maintaining any such insurance shall not, for purposes hereof, including calculating monthly distributions
to Certificateholders or Serviced Companion Loan Noteholders, be added to the Stated Principal Balance of the related Mortgage
Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan so permit; provided,
that this sentence shall not limit the rights of the Master Servicer or Special Servicer on behalf of the Trust Fund to enforce
any obligations of the related Borrower under such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan.
Any costs incurred by the Master Servicer in maintaining any such insurance policies in respect of the Mortgage Loans or Specially
Serviced Loans (other than REO Properties) (i) if the Borrower defaults on its obligation to do so, shall be advanced by
the Master Servicer as a Servicing Advance and will be charged to the related Borrower and (ii) shall not, for purposes of
calculating monthly distributions to Certificateholders, be added to the Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit. Any cost incurred by the Special Servicer in maintaining any such
insurance policies with respect to Serviced REO Properties shall be an expense of the Trust Fund (and in the case of any Serviced
Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related Intercreditor Agreement)
payable out of the related REO Account (or Serviced Whole Loan REO Account, as applicable) or, if the amount on deposit therein
is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (or paid from the Collection Account if the Master
Servicer determines such Advance would be a Nonrecoverable Advance, subject to Section 3.21(d) of this Agreement).


 


(b)           If
either:


 


(x) the Master Servicer
or Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master force-placed policy
insuring against hazard losses on all of the Mortgage Loans (other than Non-Serviced Mortgage Loans), Serviced Whole Loans or Serviced
REO Properties, as applicable, then, to the extent such policy


 


(i)        is
obtained from a Qualified Insurer, and


 


(ii)       provides
protection equivalent to the individual policies otherwise required, or


 


(y) the Master Servicer
or the Special Servicer (or, in each case, its corporate parent), as applicable, has long-term unsecured debt obligations or deposit
accounts that are rated not lower than “A2” by Moody’s and “A-” by Fitch, and the Master Servicer
or Special Servicer self-insures for its obligation to maintain the individual policies otherwise required,


 


then the Master Servicer or the Special
Servicer shall conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related
Mortgaged Properties or Serviced REO Properties, as applicable.


 






    -235-


     

    

 


Such a blanket or master force-placed
policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or Special
Servicer, as the case may be, that maintains such policy shall, if there shall not have been maintained on any Mortgaged Property
securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced REO Property thereunder a hazard insurance policy
complying with the requirements of Section 3.08(a) of this Agreement, and there shall have been one or more losses
that would have been covered by such an individual policy, promptly deposit into the Collection Account (or, in the case of a Serviced
Whole Loan, in the related Serviced Whole Loan Collection Account), from its own funds, the amount not otherwise payable under
the blanket or master force-placed policy in connection with such loss or losses because of such deductible clause to the
extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or the related Serviced
Whole Loan, as applicable (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy
which is consistent with the Servicing Standard). The Master Servicer and Special Servicer shall prepare and present, on behalf
of itself, the Trustee, Certificateholders and, if applicable the Serviced Companion Loan Noteholders, claims under any such blanket
or master force-placed policy maintained by it in a timely fashion in accordance with the terms of such policy. If the Master Servicer
or Special Servicer, as applicable, causes any Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced REO Property to be covered by such “force-placed” insurance policy, the incremental costs of such
insurance applicable to such Mortgaged Property or Serviced REO Property (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgaged Property or Serviced REO Property is covered thereby) shall be paid as a Servicing
Advance.


 


(c)       With
respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable, that is subject
to an Environmental Insurance Policy, if the Master Servicer has actual knowledge of any event giving rise to a claim under an
Environmental Insurance Policy, the Master Servicer shall notify the Special Servicer to such effect and the Master Servicer shall
take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance
Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder. With respect
to each Specially Serviced Loan and Serviced REO Property that is subject to an Environmental Insurance Policy, if the Special
Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy, such Special Servicer
shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust, on behalf of the Certificateholders
and, if applicable, the Serviced Companion Loan Noteholders (giving due regard to the junior nature of the related Subordinate
Companion Loan, if any), is entitled thereunder. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing
Standard in connection with any claim under an Environmental Insurance Policy described above (whether by the Master Servicer or
Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Servicing Advance.


 






    -236-


     

    

 


(d)          The
Master Servicer and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer,
at all times during the term of this Agreement during which Specially Serviced Loans and/or Serviced REO Properties as to which
it is the Special Servicer are included in the Trust Fund) keep in force with a Qualified Insurer, a fidelity bond in such
form and amount as are consistent with the Servicing Standard. The Master Servicer and Special Servicer, as applicable, shall be
deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the terms
of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer and Special Servicer, as the case may be.
Such fidelity bond shall provide that it may not be canceled without ten days’ prior written notice to the Trustee. So long
as the long-term unsecured debt obligations or deposit accounts of the Master Servicer (or its corporate parent if such insurance
is guaranteed by its parent) or the Special Servicer (or its corporate parent), as applicable, are rated not lower than “A2”
by Moody’s, “A-” by Fitch and no lower than its equivalent by KBRA (if then rated by KBRA), the Master Servicer
or the Special Servicer, as applicable, may self-insure with respect to the fidelity bond coverage required as described above,
in which case it shall not be required to maintain an insurance policy with respect to such coverage.


 


The Master Servicer and Special Servicer,
as applicable, shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during
the term of this Agreement during which Specially Serviced Loans and/or Serviced REO Properties exist as part of the Trust Fund)
also keep in force with a Qualified Insurer a policy or policies of insurance covering loss occasioned by the errors and omissions
of its officers and employees in connection with their servicing obligations hereunder, which policy or policies shall be in such
form and amount as are consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall
be deemed to have complied with the foregoing provisions if an Affiliate thereof has such insurance and, by the terms of such policy
or policies, the coverage afforded thereunder extends to the Master Servicer or Special Servicer, as the case may be. Any such
errors and omissions policy shall provide that it may not be canceled without ten days’ prior written notice to the Trustee.
So long as the long-term unsecured debt obligations or deposit accounts of the Master Servicer (or its corporate parent if such
insurance is guaranteed by its parent) or the Special Servicer (or its corporate parent), as applicable, are rated not lower than
“A2” by Moody’s, “A-” by Fitch and no lower than its equivalent by KBRA (if then rated by KBRA),
or (B) one NRSRO (which may include Moody’s and/or Fitch) and A.M. Best Company), the Master Servicer or the Special Servicer,
as applicable, may self-insure with respect to the errors and omissions coverage required as described above, in which case it
shall not be required to maintain an insurance policy with respect to such coverage.


 


Section 3.09     Enforcement
of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Whole Loan contains a provision in the nature of a “due-on-sale”
clause (including, without limitation, sales or transfers of Mortgaged Properties (in full or part) or the sale,
transfer, pledge or hypothecation of direct or indirect interests in the Borrower or its owners), which by its terms:


 


(i)           provides
that such Mortgage Loan or Serviced Whole Loan will (or may at the mortgagee’s option) become due and payable upon the sale
or other transfer of an


 






    -237-


     

    

 


interest in the related Mortgaged Property (including, without limitation, the sale, transfer, pledge or
hypothecation of direct or indirect interests in the Borrower or its owners),


 


(ii)          provides
that such Mortgage Loan or Serviced Whole Loan may not be assumed without the consent of the related mortgagee in connection with
any such sale or other transfer, or


 


(iii)         provides
that such Mortgage Loan or Serviced Whole Loan may be assumed or transferred without the consent of the mortgagee, provided
certain conditions set forth in the Loan Documents are satisfied,


 


then, for so long as such Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or Serviced Whole Loan (or related Mortgage Loan) is included in the Trust Fund, subject to
the rights of the Directing Holder and Section 3.25, the Special Servicer, on behalf of the Trust Fund, shall not be required
to enforce any such due-on-sale clauses and in connection therewith shall not be required to (x) accelerate payments thereon
or (y) withhold its consent to such an assumption if (1) such provision is not exercisable under applicable law or if
the Special Servicer determines, subject to the rights of the Directing Holder, that the enforcement of such provision is reasonably
likely to result in meritorious legal action by the Borrower or (2) the Special Servicer determines, in accordance with the
Servicing Standard and subject to the rights of the Directing Holder, that granting such consent would be likely to result in a
greater recovery, on a present value basis (discounting at the related Calculation Rate), than would enforcement of such clause.
The Special Servicer (other than with respect to any non-Specially Serviced Loan involving a Master Servicer Non-Major Decision)
shall be responsible for determining whether (i) to enforce any such due-on-sale clauses or (ii) to provide its consent to such
an assumption, and for the handling of all related processing and documentation, or, if mutually agreed to by the Master Servicer
and the Special Servicer, the Master Servicer shall be required to process such request subject to the consent of the Special Servicer.
If the Special Servicer determines that (A) granting such consent would be likely to result in a greater recovery, (B) such
provision is not legally enforceable, or (C) that the conditions described in clause (a)(iii) above relating to the assumption
or transfer of a related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan have been satisfied, the
Special Servicer is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged
Property has been or is about to be conveyed, and to release the original Borrower from liability upon such Mortgage Loan and substitute
the new Borrower as obligor thereon, provided that (a) the credit status of the prospective new Borrower is in compliance
with the Servicing Standard and the terms of the related Mortgage and (b) the Special Servicer has obtained a Rating Agency
Confirmation from each Rating Agency with respect to the Certificates and Serviced Companion Loan Securities, if any, in the case
of any such Mortgage Loan that (1) represents more than 5% of the aggregate Stated Principal Balance of the Mortgage Loans then
outstanding and has a Stated Principal Balance of at least $10,000,000, (2) has a Stated Principal Balance that is more than $35,000,000,
(3) represents one of the ten largest Mortgage Loans or groups of cross-collateralized Mortgage Loans based on Stated Principal
Balance and has a Stated Principal Balance of at least $10,000,000 or (4) is a Mortgage Loan as to which the related Serviced Companion
Loan (A) represents one of the ten largest mortgage loans in the related Other Securitization based on outstanding principal balance
and has an outstanding principal balance of at least $10,000,000, (B) represents more than 5% of the aggregate outstanding principal
balance


 






    -238-


     

    

 


of the mortgage loans then outstanding in the related Other Securitization and has an outstanding principal balance of
at least $10,000,000 or (C) has an outstanding principal balance that is more than $35,000,000 (provided, that the Master
Servicer or Special Servicer, as applicable, shall be entitled to request and reasonably rely upon the written notification provided
by the master servicer, special servicer, trustee or certificate administrator of the applicable Other Securitization as to whether
any condition in clause (4)(A) or (B) is met, or if no timely response is received, entitled to reasonably rely on the most recent
CREFC® reports related to the applicable Other Securitization). In addition, with respect to a Serviced Companion
Loan, the Special Servicer shall not waive any rights under a due on sale clause unless it first obtains a Rating Agency Confirmation
with respect to the related Serviced Companion Loan Securities. The Master Servicer and the Special Servicer shall be entitled
to rely on the master servicer and/or the special servicer of the Other Securitization to determine whether a No Downgrade Confirmation
is required with respect to the Serviced Companion Loans under the Other Securitization. In connection with each such assumption
or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer.
The Special Servicer shall notify the Trustee, the Certificate Administrator, the Directing Holder and the Master Servicer that
any such assumption or substitution agreement has been completed by forwarding to the Custodian (with a copy to the Master Servicer,
the Certificate Administrator, the Trustee and the Directing Holder, as applicable) the original copy of such agreement, which
copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof. To the extent not precluded by the Loan Documents,
the Master Servicer or Special Servicer, as applicable, shall not approve an assumption or substitution without requiring the related
Borrower to pay any fees owed to the Rating Agencies associated with the approval of such assumption or substitution. However,
if the related Borrower is required but fails to pay such fees, such fees shall be an expense of the Trust Fund (and in the case
of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related Intercreditor
Agreement); provided that in the case of a Serviced Whole Loan the Master Servicer (if such Serviced Whole Loan is a Performing
Loan) or the Special Servicer (if such Serviced Whole Loan is a Specially Serviced Loan) shall be required, after receiving payment
from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holder of the related Companion Loan
and (ii) use commercially reasonable efforts to exercise on behalf of the Trust Fund the rights of the Trust Fund under the
related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced
Companion Loan from the holders of such Serviced Companion Loan.


 


The Master Servicer (with respect to
any non-Specially Serviced Loan involving a Master Servicer Non-Major Decision) will be responsible for processing any such transaction
without the consent or approval of the Special Servicer or the Directing Holder. In connection with such processing, the Master
Servicer will be required to receive a Rating Agency Confirmation (and, if the affected Mortgage Loan is part of a Serviced Whole
Loan, a Rating Agency Confirmation with respect to any commercial mortgage pass-through certificates backed by any related Serviced
Companion Loan) from each Rating Agency with respect to any Mortgage Loan that (A) represents more than 5% of the aggregate Stated
Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance of at least $10,000,000, (B) has a
Stated Principal Balance that is more than $35,000,000, (C) represents one of the 10 largest Mortgage Loans based on Stated Principal
Balance and has a Stated Principal Balance of


 






    -239-


     

    

 


at
least $10,000,000 or (D) is a Mortgage Loan as to which the related Serviced Companion Loan (1) represents one of the 10 largest
mortgage loans in the related Other Securitization based on outstanding principal balance and has an outstanding principal balance
of at least $10,000,000, (2) represents more than 5% of the aggregate outstanding principal balance of the mortgage loans then
outstanding in the related Other Securitization and has an outstanding principal balance of at least $10,000,000 or (3) has an
outstanding principal balance that is more than $35,000,000 (provided, that the Master Servicer shall be entitled to request
and reasonably rely upon the written notification provided by master servicer, special servicer, trustee or certificate administrator
of the applicable Other Securitization as to whether any condition in clause (D)(1) or (2) is met, or if no timely response is
received, entitled to reasonably rely on the most recent CREFC® reports related to the applicable Other Securitization).


 


(b)           If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan contains a provision in the nature of a “due-on-encumbrance”
clause, which by its terms:


 


(i)           provides
that such Mortgage Loan or Serviced Whole Loan shall (or may at the mortgagee’s option) become due and payable upon the creation
of any lien or other encumbrance on the related Mortgaged Property or any direct or indirect ownership interest in the borrower
(including, unless specifically permitted, any mezzanine financing of the Borrower or the Mortgaged Property or any sale or transfer
of preferred equity in the Borrower or its owners),


 


(ii)          requires
the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property (including,
without limitation, any mezzanine financing of the Borrower or the Mortgaged Property or any sale or transfer of preferred equity
in the Borrower or its owners), or


 


(iii)         provides
that such Mortgaged Property may be further encumbered without the consent of the mortgagee (including, without limitation, any
mezzanine financing of the Borrower or the Mortgaged Property or any sale or transfer of preferred equity in the Borrower or its
owners), provided certain conditions set forth in the Loan Documents are satisfied,


 


then, subject to Section 3.25, the
Special Servicer, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clauses and in connection
therewith, will not be required to (i) accelerate the payments on the related Mortgage Loan or Serviced Whole Loan or (ii) withhold
its consent to such lien or encumbrance, if the Special Servicer, subject to the rights of the Directing Holder, (x) determines,
in accordance with the Servicing Standard that such enforcement would not be in the best interests of the Trust Fund or the holder
of the related Serviced Companion Loan, if applicable (giving due regard to the junior nature of the related Subordinate Companion
Loan, if any), or that in the case of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan described
in clause (b)(iii) above that the conditions to further encumbrance have been satisfied and (y) as to any Mortgage Loan
or Serviced Whole Loan, has obtained a Rating Agency Confirmation from each Rating Agency in the case of any such Mortgage Loan
that (1) represents more than 2% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding, (2) has a Stated
Principal Balance that is more than $20,000,000, (3) represents one of the ten largest Mortgage Loans or groups of


 






    -240-


     

    

 


cross-collateralized
Mortgage Loans based on Stated Principal Balance, (4) has an aggregate loan-to-value ratio (including any existing and proposed
additional debt) that is equal to or greater than 85%, (5) has an aggregate Debt Service Coverage Ratio (in each case, determined
based upon the aggregate of the Stated Principal Balance of the related Mortgage Loan, any existing additional debt and the principal
amount of the proposed additional lien) that is less than 1.20x or (6) is a Mortgage Loan as to which the related Serviced Companion
Loan (A) represents one of the ten largest mortgage loans in the related Other Securitization based on outstanding principal balance,
(B) represents more than 2% of the aggregate outstanding principal balance of the mortgage loans then outstanding in the related
Other Securitization or (C) has an outstanding principal balance that is more than $20,000,000 (provided, that the Special
Servicer shall be entitled to request and reasonably rely upon the written notification provided by the master servicer, special
servicer, trustee or certificate administrator of the applicable Other Securitization as to whether any condition in clause (6)(A)
or (B) is met, or if no timely response is received, entitled to reasonably rely on the most recent CREFC® reports
related to the applicable Other Securitization); provided that with respect to clauses (1), (3), (4) and (5), such Mortgage
Loan shall have a Stated Principal Balance of at least $10,000,000 for the requirement of a Rating Agency Confirmation to apply.
In addition, with respect to each Serviced Companion Loan, the Special Servicer shall not waive any rights under a due-on-encumbrance
clause unless it first obtains a Rating Agency Confirmation with respect to the related Serviced Companion Loan Securities. To
the extent not precluded by the Loan Documents, the Master Servicer or the Special Servicer, as applicable, shall not approve an
assumption or substitution without requiring the related Borrower to pay any fees owed to the Rating Agencies associated with the
approval of such lien or encumbrance. However, if the related Borrower is required but fails to pay such fees, such fees shall
be an expense of the Trust Fund; provided that in the case of a Serviced Whole Loan the Master Servicer (if such Serviced
Whole Loan is a Performing Loan) or the Special Servicer (if such Serviced Whole Loan is a Specially Serviced Loan) shall be required,
after receiving payment from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holder of the
related Companion Loan and (ii) use commercially reasonable efforts to exercise on behalf of the Trust Fund the rights of
the Trust Fund under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable
to the related Serviced Companion Loans from the holders of such Serviced Companion Loans. The Special Servicer (other than with
respect to any non-Specially Serviced Loan involving a Master Servicer Non-Major Decision) shall be responsible for determining
whether (i) to enforce any such due-on-encumbrance clauses or (ii) to provide its consent to such a lien or due-on-encumbrance,
and for the handling of all related processing and documentation or, if mutually agreed to by the Master Servicer and the Special
Servicer, the Master Servicer shall be required to process such request subject to the consent of the Special Servicer.


 


The Master Servicer (with respect to
any non-Specially Serviced Loan involving a Master Servicer Non-Major Decision) will be responsible for processing any such transaction
without the consent or approval of the Special Servicer or the Directing Holder. In connection with such action, the Master Servicer
will be required to receive a prior Rating Agency Confirmation (including a Rating Agency Confirmation with respect to any commercial
mortgage pass-through certificates backed by any related Serviced Companion Loan) from each Rating Agency with respect to any Mortgage
Loan that (A) represents more than 2% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has
a Stated Principal Balance of at least $10,000,000, (B) has a Stated Principal Balance that is more than


 






    -241-


     

    

 


$20,000,000,
(C) represents one of the 10 largest Mortgage Loans based on Stated Principal Balance and has a Stated Principal Balance of
at least $10,000,000, (D) has an aggregate loan-to-value ratio (including any existing and proposed additional debt) that is
equal to or greater than 85%, (E) has an aggregate Debt Service Coverage Ratio (in each case, determined based upon the
aggregate of the Stated Principal Balance of the related Mortgage Loan, any existing additional debt and the principal amount
of the proposed additional lien) that is less than 1.20x, or (F) is a Mortgage Loan as to which the related Serviced
Companion Loan (1) represents one of the 10 largest mortgage loans in the related Other Securitization, (2) represents more
than 2% of the aggregate outstanding principal balance of the mortgage loans then outstanding in the related Other
Securitization or (3) has an outstanding principal balance that is more than $20,000,000 (provided, that the Master
Servicer shall be entitled to request and reasonably rely upon the written notification provided by the master servicer,
special servicer, trustee or certificate administrator of the applicable Other Securitization as to whether any condition in
clause (F)(1) or (2) is met, or if no timely response is received, entitled to reasonably rely on the most recent
CREFC® reports related to the applicable Other Securitization); provided that with respect to clauses
(A), (B), (C), (D) and (E), such Mortgage Loan must also have a Stated Principal Balance of at least $10,000,000 for the
requirement of a Rating Agency Confirmation to apply.


 


Notwithstanding the foregoing but subject
to other conditions contained in this Agreement regarding Rating Agency Confirmations, without any other approval, consent or consultation,
(i) the Master Servicer may grant and process a Borrower’s request for any Master Servicer Non-Major Decision relating to a non-Specially
Serviced Loan and (ii) the Special Servicer may grant and process a Borrower’s request for any matter relating to a Specially Serviced
Loan that is not a Major Decision.


 


(c)           Notwithstanding
any other provision of this Agreement, the Special Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause relating to any Mortgage Loan without, if no Control Termination Event has occurred
and is continuing, the consent of the Directing Holder. The Directing Holder shall have 10 Business Days (or longer period provided
by the related Intercreditor Agreement) after receipt of notice along with the Special Servicer’s recommendation and analysis
with respect to such waiver and any additional information the Directing Holder may reasonably request from the Special Servicer
of a proposed waiver or consent under any “due-on-sale” or “due-on-encumbrance” clause in which to
grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice from the Directing
Holder in writing within such period, then the Directing Holder shall be deemed to have consented to such proposed waiver or consent).


 


(d)           The
Master Servicer and the Special Servicer, as applicable, shall provide copies of any waivers it effects pursuant to Section 3.09(a)
or (b) of this Agreement to the other party, the 17g-5 Information Provider (who shall promptly post such waivers to the
17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and the related Other 17g-5
Information Provider (if any) with respect to each Mortgage Loan or Serviced Whole Loan.


 


(e)           Nothing
in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive
notice of any assumption of a Mortgage Loan, any


 






    -242-


     

    

 


sale or other transfer of the related Mortgaged Property or the creation of any
lien or other encumbrance with respect to such Mortgaged Property.


 


(f)           In
connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, the Special Servicer shall
not agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a)
of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan or the related Mortgage Note, other than pursuant to Section 3.26 hereof, as applicable.


 


(g)          With
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan which permits release of Mortgaged
Properties through defeasance:


 


(i)           Subject
to the consent rights and processes set forth in Section 6.07 with respect to Major Decisions and Section 3.26(m)
with respect to actions that are Special Servicer Major Decisions and Special Servicer Non-Major Decisions, the Master Servicer
shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in accordance
with the terms of the related Loan Documents, and shall be entitled to any defeasance fees paid relating thereto (provided
that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification
Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement). Notwithstanding
anything herein to the contrary, the Master Servicer shall process such defeasances without the consent of the Special Servicer
(or Directing Holder, if applicable), subject only to the Special Servicer’s consent rights (including any required Directing
Holder approval of Special Servicer actions) with respect to any modification, waiver or amendment that constitutes a Special Servicer
Major Decision or Special Servicer Non-Major Decision.


 


(ii)           If
such Mortgage Loan or Serviced Whole Loan requires that the lender purchase the required government securities, then the Master
Servicer shall purchase, or shall cause the purchase of, such obligations on behalf of the Trust, at the related Borrower’s
expense, in accordance with the terms of such Mortgage Loan; provided that the Master Servicer shall not accept the amounts
paid by the related Borrower to effect defeasance until acceptable government securities have been identified.


 


(iii)         To
the extent not inconsistent with such Mortgage Loan or Serviced Whole Loan, the Master Servicer shall require the related Borrower
to provide an Opinion of Counsel (which shall be an expense of the related Borrower) to the effect that the Trustee has a first
priority perfected security interest in the defeasance collateral (including the government securities) and the assignment of the
defeasance collateral is valid and enforceable; such opinion, together with any other certificates or documents to be required
in connection with such defeasance shall be in form and substance acceptable to each Rating Agency.


 






    -243-


     

    

 


(iv)         To
the extent not inconsistent with such Mortgage Loan or Serviced Whole Loan, the Master Servicer shall require a certificate at
the related Borrower’s expense from an Independent certified public accountant certifying to the effect that the government
securities will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on
such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Loan Documents.


 


(v)          Prior
to permitting the release of any Mortgaged Property through defeasance, the Master Servicer shall obtain, at the related Borrower’s
expense, a Rating Agency Confirmation; provided, the Master Servicer shall not be required to obtain such Rating Agency
Confirmation from any Rating Agency if such Mortgage Loan at the time of such defeasance is not (x) a Mortgage Loan that (together
with any Mortgage Loans cross-collateralized with such Mortgage Loan) is one of the ten largest Mortgage Loans by Stated Principal
Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or greater than $20,000,000 or (z) a Mortgage Loan that
represents 5% or more of the Stated Principal Balance of all Mortgage Loans.


 


(vi)         Prior
to permitting release of any Mortgaged Property through defeasance, the Master Servicer shall require an Opinion of Counsel to
the effect that such release will not cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions; provided that to the extent not inconsistent
with the Mortgage Loan or Serviced Whole Loan, the related Borrower shall pay the cost related to the Opinion of Counsel (and shall
otherwise be a Servicing Advance).


 


(vii)        No
defeasance shall occur on or prior to the second anniversary of the Startup Day of the Trust REMICs or in the case of any Companion
Loan, the later of the second anniversary of the Startup Day of the Trust REMICs and the second anniversary of the startup day
of any REMIC holding such Companion Loan.


 


(viii)       The
Trustee shall at the expense of the related Borrower (to the extent not inconsistent with the related Loan Documents) hold the
U.S. government securities as pledgee for the benefit of the Certificateholders and, if applicable, the Serviced Companion Loan
Noteholders, and the Certificate Administrator shall apply payments of principal and interest received on the government obligations
to the Collection Account (or Serviced Whole Loan Collection Account) in respect of the defeased Mortgage Loan or Serviced Whole
Loan according to the payment schedule existing immediately prior to the defeasance.


 


(ix)          The
Master Servicer shall, in accordance with the Servicing Standard, enforce provisions in the Mortgage Loans that it is servicing
requiring Borrowers to pay all reasonable expenses associated with a defeasance.


 


(x)           To
the extent not inconsistent with such Mortgage Loan, or to the extent the related Loan Documents provide the lender with discretion,
the Master Servicer shall require a single purpose entity, formed solely for the purpose of owning and pledging the government
securities related to one or more of the Mortgage Loans, to act as a successor borrower.


 






    -244-


     

    

 


(xi)          The
Master Servicer may accept as defeasance collateral of any “government security,” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that
the Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not cause an Adverse
REMIC Event.


 


(xii)         Neither
the Master Servicer nor the Special Servicer shall charge a fee for defeasance in excess of that permitted under the Loan Documents
in the event that the Loan Documents provide for such a fee limitation.


 


(h)          When
the Special Servicer’s consent is requested under this Section 3.09, such consent shall be deemed given 15 Business
Days (or such longer time period pursuant to the terms of the related Intercreditor Agreement but not less than five (5) Business
Days after the time period set forth therein for Directing Holder approval) after receipt (unless earlier objected to) by the Special
Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such proposed
action together with such other information reasonably requested by the Special Servicer.


 


Section 3.10     Appraisals;
Realization upon Defaulted Loans. (a) Other than with respect to a Non-Serviced Mortgage Loan, contemporaneously with the
earliest of (i) the effective date of any (A) modification of the Maturity Date or extended Maturity Date, a
Mortgage Rate, principal balance or amortization terms of any Mortgage Loan or Serviced Whole Loan or any other term of a
Mortgage Loan or Serviced Whole Loan, (B) extension of the Maturity Date or extended Maturity Date of a Mortgage Loan or
Serviced Whole Loan as described below in Section 3.26 of this Agreement, or (C) consent to the release of
any Mortgaged Property from the lien of the related Mortgage other than pursuant to the terms of the related Mortgage Loan or
Serviced Whole Loan, (ii) the occurrence of an Appraisal Reduction Event, (iii) a default in the payment of a Balloon
Payment for which an extension is not granted, or (iv) the date on which the Special Servicer, consistent with the
Servicing Standard, requests an Updated Valuation, the Special Servicer shall use commercially reasonable efforts to obtain
an Updated Valuation (or a letter update for an existing appraisal which is less than two years old) within 60 days of
such request, the cost of which shall constitute a Servicing Advance; provided, that the Special Servicer shall not be
required to obtain an Updated Valuation pursuant to clauses (i) through (iv) above with respect to any Mortgaged
Property for which there exists an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate which is less than nine
months old unless the Special Servicer has actual knowledge of a material adverse change in circumstances that,
consistent with the Servicing Standard, would call into question the validity of such Appraisal, Updated Appraisal or Small
Loan Appraisal Estimate. For so long as such Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan, (i) the
Special Servicer shall, within 30 days of the end of each 9-month period following the related Appraisal Reduction Event, use
commercially reasonable efforts to order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall
constitute a Servicing Advance and (ii) the Master Servicer shall recalculate the Appraisal Reduction Amount prior to
the Special Servicer granting extensions beyond one year or any subsequent extension after granting a one year extension with
respect to the same Mortgage Loan or Serviced Whole Loan. Subject to any required consent from the Directing Holder and
consultation with the Risk Retention Consultation Parties pursuant to Section 6.07, nothing herein is intended to
limit the Special


 






    -245-


     

    

 


Servicer’s
ability to pursue multiple strategies contemporaneously if the Special Servicer deems such actions appropriate under the
Servicing Standard. The Special Servicer shall update, in accordance with the timing described above, each Small Loan
Appraisal Estimate or Updated Appraisal for so long as an Appraisal Reduction Event exists with respect to the related
Mortgage Loan or Serviced Whole Loan and the Master Servicer shall recalculate the Appraisal Reduction Amount based on such
updated Small Loan Appraisal Estimate or Updated Appraisal and receipt of information reasonably requested by the Master
Servicer from the Special Servicer to the extent such information is in the possession of the Special Servicer, reasonably
necessary to calculate the Appraisal Reduction Amount. The Special Servicer shall send all such letter updates and Updated
Valuations to the Master Servicer, the Trustee, the Operating Advisor, the 17g-5 Information Provider (who shall promptly
post such materials to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this
Agreement), the related Serviced Companion Loan Noteholder (if any), the Risk Retention Consultation Parties and, for so long
as no Consultation Termination Event has occurred and is continuing, the Directing Holder.


 


The Special Servicer shall monitor
each Specially Serviced Loan, evaluate whether the causes of the default can be corrected over a reasonable period without significant
impairment of the value of the related Mortgaged Property, initiate corrective action in cooperation with the Borrower if, in the
Special Servicer’s judgment, cure is likely, and take such other actions (including without limitation, negotiating and accepting
a discounted payoff of a Mortgage Loan or Serviced Whole Loan) as are consistent with the Servicing Standard. If, in the Special
Servicer’s judgment, such corrective action has been unsuccessful, no satisfactory arrangement can be made for collection
of delinquent payments, and the Specially Serviced Loan has not been released from the Trust Fund pursuant to any provision hereof,
and except as otherwise specifically provided in Section 3.09(a) and 3.09(b) of this Agreement, the Special
Servicer may, to the extent consistent with the Asset Status Report (and with the consent of the Directing Holder, if no Control
Termination Event has occurred and is continuing, and after consultation with each of the Risk Retention Consultation Parties)
and with the Servicing Standard, accelerate such Specially Serviced Loan and commence a foreclosure or other acquisition with respect
to the related Mortgaged Property or Properties, provided that the Special Servicer determines that such acceleration and
foreclosure are more likely to produce a greater recovery to Certificateholders and, if applicable, Serviced Companion Loan Noteholders
(as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders, constituted a single
lender) (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate
nature of such Subordinate Companion Loan) on a present value basis (discounting at the related Calculation Rate) than would a
waiver of such default or an extension or modification in accordance with the provisions of Section 3.26 hereof. In
connection with causing the Trust to foreclose on collateral that consists of multiple properties held for sale to customers by
the related Borrower (such as unsold condominium units in a single project), the Special Servicer directing such foreclosure shall
consider the effect of the bidding price for the properties on the tax basis of such properties if such properties are likely to
be treated in the hands of the Trust as properties held for sale to customers. The Master Servicer shall pay the costs and expenses
in any such proceedings as a Servicing Advance unless the Master Servicer or the Special Servicer, as applicable, determines, in
its good faith judgment, that such Servicing Advance would constitute a Nonrecoverable Advance; provided, if such Servicing
Advance would constitute a Nonrecoverable Advance but the Special Servicer determines that such payment would be in the best interests
of the


 






    -246-


     

    

 


Certificateholders
and, if applicable, Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and Serviced Companion
Loan Noteholders, as applicable, constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced
Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan) (with the
Master Servicer required to conclusively rely upon any such determination by the Special Servicer), the Special Servicer shall
direct the Master Servicer to make such payment from the Collection Account (or, if applicable, the applicable Serviced Whole
Loan Collection Account), which payment shall be an Additional Trust Fund Expense. The Trustee shall be entitled to conclusively
rely (and with respect to the Special Servicer, required to rely) upon any determination of the Master Servicer or Special Servicer
that a Servicing Advance, if made, would constitute a Nonrecoverable Advance. If the Master Servicer does not make such Servicing
Advance in violation of the second preceding sentence, the Trustee shall make such Servicing Advance, unless the Trustee determines
that such Servicing Advance would be a Nonrecoverable Advance. The Master Servicer and the Trustee, as applicable, shall be entitled
to reimbursement of Servicing Advances (with interest at the Reimbursement Rate) made pursuant to this paragraph to the extent
permitted by Section 3.06 of this Agreement.


 


(b)          If
the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state where the Mortgaged
Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against the related Borrower or
any other liable party if (i) the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure
or (ii) if the Special Servicer determines, in its best judgment, that the likely recovery if a deficiency judgment is obtained
will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination
is evidenced by an Officer’s Certificate delivered to the Trustee and the Certificate Administrator.


 


(c)          In
the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate
of sale shall be issued to the Trustee (on behalf of the Trust Fund), or to its nominee (which shall not include the Special Servicer)
or a separate Trustee or co-Trustee on behalf of the Trustee as Holder of the Lower-Tier Regular Interests and the Regular Interests,
and the Certificateholders and, if applicable, the Serviced Companion Loan Noteholders. Notwithstanding any such acquisition of
title and cancellation of the related Mortgage Loan or Serviced Whole Loan, as applicable, such Mortgage Loan or Serviced Whole
Loan, as applicable, shall (except for purposes of Section 9.01 of this Agreement) be considered to be a Serviced REO
Loan until such time as the related Serviced REO Property shall be sold by the Trust Fund and shall be reduced only by collections
net of expenses. Consistent with the foregoing, for purposes of all calculations hereunder, so long as such Mortgage Loan or Serviced
Whole Loan, as applicable, shall be considered to be an outstanding Mortgage Loan or Serviced Whole Loan, as applicable:


 


(i)           it
shall be assumed that, notwithstanding that the indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and, for purposes of determining the Stated Principal Balance thereof, the related amortization schedule in
effect at the time of any such acquisition of title shall remain in effect; and


 


(ii)          subject
to Section 1.02(g) of this Agreement, Net REO Proceeds received in any month shall be applied to amounts that would
have been payable under the related


 






    -247-


     

    

 


Mortgage Note(s) in accordance with the terms of such Mortgage Note(s) and any applicable Intercreditor
Agreement. In the absence of such terms, Net REO Proceeds shall, subject to Section 1.02(g) of this Agreement, be deemed
to have been received first, in payment of the accrued interest that remained unpaid on the date that the related Serviced
REO Property was acquired by the Trust Fund; second, in respect of the delinquent principal installments that remained unpaid
on such date; and thereafter, Net REO Proceeds received in any month shall be applied to the payment of installments of
principal and accrued interest on such Mortgage Loan or Serviced Companion Loan, as applicable, deemed to be due and payable in
accordance with the terms of such Mortgage Note(s) and such amortization schedule until such principal has been paid in full and
then to other amounts due under such Mortgage Loan or Serviced Companion Loan, as applicable. If such Net REO Proceeds exceed the
Periodic Payment then payable, the excess shall be treated as a Principal Prepayment received in respect of such Mortgage Loan
or Serviced Companion Loan, as applicable.


 


(d)           Notwithstanding
any provision herein to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property
pursuant to this Section 3.10 unless either:


 


(i)           such
personal property is incident to real property (within the meaning of Section 856(e)(l) of the Code) so acquired by the Special
Servicer for the benefit of the Trust Fund; or


 


(ii)          the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Lower-Tier REMIC)
to the effect that the holding of such personal property by the Lower-Tier REMIC will not cause the imposition of a tax on any
Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate
is outstanding (and such Opinion of Counsel may be premised on the designation hereby of any such personal property as being deemed
part of an “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) with the owner of
such personal property for federal income tax purposes to be designated at such time).


 


(e)           Notwithstanding
any provision to the contrary in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund, obtain title to any
direct or indirect partnership interest or other equity interest in any Borrower pledged pursuant to any pledge agreement unless
the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund
(and in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the
related Intercreditor Agreement)) to the effect that the holding of such partnership interest or other equity interest by the Trust
Fund will not cause the imposition of a tax on any Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify
as a REMIC at any time that any Certificate is outstanding.


 


(f)            Notwithstanding
any provision to the contrary contained in this Agreement, the Special Servicer shall not cause the Trustee, on behalf of the Trust
Fund, to obtain title to a Mortgaged Property as a result of or in lieu of foreclosure or otherwise, to obtain title to any direct
or indirect partnership interest in any Borrower pledged pursuant to a pledge


 






    -248-


     

    

 


agreement
and thereby be the beneficial owner of a Mortgaged Property, have a receiver of rents appointed with respect to, and shall not
otherwise cause the Trustee to acquire possession of, or take any other action with respect to, any Mortgaged Property if, as
a result of any such action, the Trustee, for the Trust Fund, the Certificateholders or Serviced Companion Loan Noteholders, if
applicable, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner”
or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has previously determined
in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by an Independent Person
who regularly conducts environmental audits (which report shall be an expense of the Trust), performed within six months prior
to any such acquisition of title or other action that:


 


(i)           such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to the Serviced Whole Loans, the Serviced
Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking
into account the subordinate nature of such Serviced Subordinate Companion Loan), to take such actions as are necessary to bring
such Mortgaged Property in compliance therewith, and


 


(ii)          there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Serviced Companion Loan holders), as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan holders constituted a single lender (and with respect to any Serviced Whole Loan with
a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan), to take such
actions with respect to the affected Mortgaged Property.


 


In the event that the environmental
assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged Property may
not be in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively establish
such fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person who regularly
conducts such tests as the Special Servicer shall deem prudent to protect the interests of Certificateholders and, if applicable,
the Serviced Companion Loan Noteholders. Any such tests shall be deemed part of the environmental assessment obtained by the Special
Servicer for purposes of this Section 3.10.


 


(g)          The
environmental assessment contemplated by Section 3.10(f) of this Agreement shall be prepared within three months (or
as soon thereafter as practicable) of the determination that such assessment is required by any Independent Person who regularly


 






    -249-


     

    

 


conducts
environmental audits for purchasers of commercial property where the Mortgaged Property is located, as determined by the Special
Servicer in a manner consistent with the Servicing Standard. Upon the written direction of the Special Servicer and delivery by
the Special Servicer to the Master Servicer of pertinent back-up information the Master Servicer shall advance the cost of preparation
of such environmental assessments as a Servicing Advance unless the Master Servicer determines, in its good faith judgment, that
such Servicing Advance would be a Nonrecoverable Advance. The Master Servicer shall be entitled to reimbursement of Servicing
Advances (with interest at the Reimbursement Rate) made pursuant to the preceding sentence to the extent permitted by Section 3.06.
The Special Servicer shall provide written reports and a copy of any environmental assessments in electronic format to the Directing
Holder (if no Consultation Termination Event has occurred and is continuing), the Risk Retention Consultation Parties, the Master
Servicer, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post
such materials to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), monthly
regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan or defaulted
Serviced Companion Loan as to which the environmental testing contemplated by Section 3.10(f) of this Agreement has
revealed that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been
satisfied, in each case until the earlier to occur of (i) satisfaction of both such conditions, (ii) repurchase of the
related Mortgage Loan by the Mortgage Loan Seller or (iii) release of the lien of the related Mortgage on such Mortgaged
Property.


 


(h)          If
the Special Servicer determines pursuant to Section 3.10(f)(i) of this Agreement that a Mortgaged Property is not in
compliance with applicable environmental laws but that it is in the best economic interest of the Trust Fund (and with respect
to the Serviced Whole Loans, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and,
if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with
a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion
Loan), to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer
determines pursuant to Section 3.10(f)(ii) of this Agreement that the circumstances referred to therein relating to
Hazardous Materials are present but that it is in the best economic interest of the Trust Fund (and with respect to the Serviced
Whole Loans, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable,
Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced
Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan), to take such
action with respect to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged Property as is
required by law or regulation, the Special Servicer shall (with the consent of the Directing Holder (if no Control Termination
Event has occurred and is continuing) and after consultation with the Risk Retention Consultation Parties pursuant to Section
6.07) take such action as it deems to be in the best economic interest of the Trust Fund (and with respect to the Serviced
Whole Loans, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable,
Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced
Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan), but only if
the


 






    -250-


     

    

 


Certificate
Administrator has mailed notice to the Holders of the Regular Certificates and the related Serviced Companion Loan Noteholders
of such proposed action, which notice shall be prepared by the Special Servicer, and only if the Certificate Administrator does
not receive, within 30 days of such notification, instructions from the Holders of Regular Certificates entitled to a majority
of the Voting Rights and, with respect to Serviced Whole Loans, the applicable Serviced Companion Loan Noteholders directing the
Special Servicer not to take such action. Notwithstanding the foregoing, if the Special Servicer reasonably determines that it
is likely that within such 30-day period irreparable environmental harm to such Mortgaged Property would result from the presence
of such Hazardous Materials and provides a prior written statement to the Trustee and the Certificate Administrator setting forth
the basis for such determination, then the Special Servicer may take or cause to be taken such action to remedy such condition
as may be consistent with the Servicing Standard. None of the Trustee, the Certificate Administrator, the Master Servicer or the
Special Servicer shall be obligated to take any action or not take any action pursuant to this Section 3.10(h) at
the direction of the Certificateholders or with respect to any Serviced Whole Loan, at the direction of the Certificateholders
and the related Serviced Companion Loan Noteholders unless the Certificateholders and, with respect to any Serviced Companion
Loan, the Serviced Companion Loan Noteholders agree to indemnify the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer with respect to such action or inaction. The Master Servicer shall advance the cost of any such compliance,
containment, clean-up or remediation as a Servicing Advance unless the Master Servicer determines, in its good faith judgment,
that such Advance would constitute a Nonrecoverable Advance.


 


(i)            The
Special Servicer shall notify the Master Servicer of any Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced
Mortgage Loan) which is abandoned or foreclosed that requires reporting to the IRS and shall provide the Master Servicer with all
information regarding forgiveness of indebtedness and required to be reported with respect to any Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan which is abandoned or foreclosed and the Master Servicer shall report to the IRS and the
related Borrower, in the manner required by applicable law, such information and the Master Servicer shall report, via Form 1099C
or Form 1099A, all forgiveness of indebtedness to the extent such information has been provided to the Master Servicer by
the Special Servicer. The Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(j)           The
costs of any Updated Valuation obtained pursuant to this Section 3.10 shall be paid by the Master Servicer as a Servicing
Advance and shall be reimbursable from the Collection Account or, with respect to the Serviced Whole Loans, first, from
the applicable Serviced Whole Loan Collection Account and second, to the extent amounts in the Serviced Whole Loan Collection
Accounts are insufficient therefor, from the Collection Account in accordance with Section 3.06(a); provided
that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust
any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable
to the related Serviced Companion Loans from the related Companion Loan Noteholders.


 






    -251-


     

    

 


Section 3.11     Custodian
to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Whole Loan, or the
receipt by the Master Servicer of a notification that payment in full has been escrowed in a manner customary for such
purposes, the Master Servicer shall immediately notify the Custodian by a certification (which certification shall include a
statement to the effect that all amounts received or to be received in connection with such payment which are required to be
deposited in the Collection Account or the applicable Serviced Whole Loan Collection Account, as applicable, pursuant to Section 3.05
of this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the related
Mortgage File. Any expense incurred in connection with any instrument of satisfaction or deed of reconveyance that is not
paid by the related Borrower shall be chargeable to the Trust Fund. The Master Servicer agrees to use reasonable efforts in
accordance with the Servicing Standard to enforce any provision in the relevant Loan Documents that require the Borrower to
pay such amounts. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be an
expense of the Custodian.


 


From time to time upon request of the
Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Custodian shall promptly release
the Mortgage File (or any portion thereof) designated in such Request for Release to the Master Servicer or the Special Servicer,
as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan
or the Serviced Whole Loan into a Serviced REO Property, or in the event of a substitution of a Mortgage Loan pursuant to Section 2.03
of this Agreement, or receipt by the Custodian of a certificate of a Servicing Officer stating that such Mortgaged Property was
liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited
into the Collection Account or the applicable Serviced Whole Loan Collection Account, as applicable, have been so deposited, or
that such Mortgage Loan or Serviced Whole Loan has become a Serviced REO Property, or that the Master Servicer has received a Qualified
Substitute Mortgage Loan and the applicable Substitution Shortfall Amount, the Custodian shall deliver a copy of the Request for
Release to the Master Servicer or the Special Servicer, as applicable. If from time to time, pursuant to the terms of the applicable
Intercreditor Agreement or Other Pooling and Servicing Agreement, and as appropriate for enforcing the terms of the related Non-Serviced
Mortgage Loan, the Other Servicer or the Other Special Servicer requests delivery to it of the original Mortgage Note by providing
the Trustee and the Custodian a Request for Release, then the Custodian shall release or cause the release of such original Mortgage
Note to the Other Servicer or the Other Special Servicer or its designee.


 


Within five (5) Business Days (or,
in case of an emergency, within such shorter period as is reasonable under the circumstances) after receipt of a written certification
of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer (with respect to Performing Loans) and the
Special Servicer (with respect to Specially Serviced Loans and REO Loans) any court pleadings, requests for a trustee’s sale
or other documents prepared by the Special Servicer, its agents or attorneys, necessary to the foreclosure or trustee’s sale
in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Borrower on the Mortgage Note
or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or pleadings are


 






    -252-


     

    

 


required,
that the proposed action is consistent with the Servicing Standard and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee’s sale.


 


With respect to each Servicing Shift
Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related Intercreditor Agreement and
the related Other Pooling and Servicing Agreement, and as appropriate for enforcing the terms of such Servicing Shift Whole Loan,
as applicable, the related Other Servicer requests in writing delivery to it of the original Note, then the Custodian shall release
or cause the release of such original Note to the related Other Servicer or its designee.


 


Section 3.12     Servicing
Fees, Certificate Administrator/Trustee Fees and Special Servicing Compensation. (a) As compensation for its activities
hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan and Serviced
Companion Loan. The Master Servicer’s rights to the Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement or
as provided in the second succeeding paragraph with respect to the Excess Servicing Fee.


 


In addition, the Master Servicer shall
be entitled to receive, as additional Servicing Compensation, to the extent permitted by applicable law and the related Loan Documents
and any related Intercreditor Agreement, (i) all investment income earned on amounts on deposit in the Collection Account
(and with respect to each Serviced Whole Loan, the related Serviced Whole Loan Collection Account) and certain Reserve Accounts
(to the extent consistent with the related Loan Documents), (ii) any Net Default Interest and any other Penalty Charges collected
by the Master Servicer or the Special Servicer during a Collection Period accrued on any Performing Loan (and the related Serviced
Companion Loan, if applicable), in each case, remaining after application thereof during such Collection Period to pay the Advance
Interest Amount relating to such Performing Loan and to pay or reimburse the Trust for any unreimbursed Additional Trust Fund Expenses
(including Special Servicing Fees, Workout Fees and Liquidation Fees) relating to such Performing Loan incurred during or prior
to such Collection Period, and, in the case of the Serviced Whole Loans, to the extent allocated to the related Mortgage Loan in
the related Intercreditor Agreement and as further described in Section 3.12(d), (iii)  to the extent permitted
by applicable law and the related Loan Documents, (A) with respect to any Mortgage Loan (and the related Serviced Companion Loans)
that is a non-Specially Serviced Loan, (1) 100% of any Modification Fees and consent fees (or similar fees) which do not involve
a Special Servicer Major Decision or Special Servicer Non-Major Decision and (2) 50% of any Modification Fees and consent fees
(or similar fees) which involve one or more Special Servicer Major Decisions or Special Servicer Non-Major Decisions (whether or
not processed by the Special Servicer) and (B) with respect to any Specially Serviced Loans, 0% of any Modification Fees and consent
fees (or similar fees), (iv) 100% of any defeasance fees provided that for the avoidance of doubt, any such defeasance fee shall
not include the Special Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance that the
Special Servicer is entitled to hereunder, (v) (A) with respect to any Mortgage Loan (and the related Serviced Companion Loans)
that is a non-Specially Serviced Loan, (1) 100% of Assumption Fees and consent fees which do not involve a Special Servicer


 






    -253-


     

    

 


Major
Decision or Special Servicer Non-Major Decision and (2) 50% of Assumption Fees and consent fees which involve a Special Servicer
Major Decision or Special Servicer Non-Major Decision (whether or not processed by the Special Servicer) and (B) with respect
to Specially Serviced Loans, 0% of Assumption Fees and consent fees, (vi) 100% of beneficiary statement charges, demand fees or
similar items (but not including Prepayment Premiums or Yield Maintenance Charges) on all Mortgage Loans (and the related Serviced
Companion Loans) that are non-Specially Serviced Loans, (vii) 100% of assumption application fees with respect to Mortgage Loans
(and the related Serviced Companion Loans) for which the Master Servicer is processing the underlying assumption related transaction
(whether or not the consent of the Special Servicer is required), (viii) any amounts collected for checks returned for insufficient
funds (with respect to any Mortgage Loan or Specially Serviced Loan) and (ix) 0% of any fee paid in connection with any Special
Servicer Major Decision or Special Servicer Non-Major Decision for a Specially Serviced Loan. The Master Servicer shall also be
entitled pursuant to, and to the extent provided in, Section 3.06(a)(viii) or 3.07(b) of this Agreement, as
applicable, to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the
related Borrower under the Mortgage Loan or applicable law), Net Prepayment Interest Excess, if any, that accrue on the Mortgage
Loans that it is servicing and any interest or other income earned on deposits therein. In addition, the Master Servicer shall
be entitled to the portion of Net Default Interest and any late payment fees or penalty charges collected by the Other Servicer
servicing a Non-Serviced Mortgage Loan that are allocated to such Non-Serviced Mortgage Loan remaining after application thereof
to reimburse interest on related P&I Advances and to reimburse the Trust for certain expenses of the Trust, if applicable,
as provided in this Agreement. Except as specified in the preceding sentence and except with respect to clause (i) in
this paragraph, the Master Servicer will not be entitled to the compensation set forth in clauses (iii) and (iv) in this
paragraph with respect to a Non-Serviced Mortgage Loan.


 


Notwithstanding anything to the contrary,
the Master Servicer and the Special Servicer will each be entitled to charge the related Borrower reasonable review fees in connection
with any borrower request to the extent such fees are not prohibited under the related Mortgage Loan Documents and are actually
paid by or on behalf of the related Borrower.


 


With respect to any of the preceding
fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer
and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective portion
of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not
to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer
exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected
not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion
of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge
its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee
and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.


 


The Master Servicer and any successor
holder of the Excess Servicing Fee Rights that relate to the Mortgage Loans (and any successor REO Loans with respect to such Mortgage


 






    -254-


     

    

 


Loans)
shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights
in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than
a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer,
sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Act and any applicable
state securities laws and is otherwise made in accordance with the Act and such state securities laws, (ii) the prospective
transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit AA-1
hereto and (iii) the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially
in the form attached as Exhibit AA-2 hereto. None of the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar is obligated to register or qualify an Excess
Servicing Fee Right under the Act or any other securities law or to take any action not otherwise required under this Agreement
to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The
Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment
of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee
Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of
such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters,
the Certificate Administrator, the Trustee, the Master Servicer, the Certificate Registrar, the Operating Advisor, the Asset Representations
Reviewer and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or
qualification under the Act or other applicable federal and state securities laws or is not made in accordance with such federal
and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee
Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result
in a violation of any provision of the Act or other applicable securities laws or that would require registration of such Excess
Servicing Fee Right or any Certificate pursuant to the Act. From time to time following any transfer, sale, pledge or assignment
of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan or successor REO Loan with respect
thereto to which the Excess Servicing Fee Right relates, shall pay, out of each amount paid to the Master Servicer as Servicing
Fee with respect to such Mortgage Loan or REO Loan, as the case may be, the related Excess Servicing Fees to the holder of such
Excess Servicing Fee Right within one Business Day following the payment of such Servicing Fee to the Master Servicer, in each
case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess
Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph.
None of the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the
Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing
Fee or the assignment or transfer of the Excess Servicing Fee Right.


 


As compensation for its activities
hereunder on each Distribution Date, the Certificate Administrator shall be entitled with respect to each Mortgage Loan to its
portion of the Certificate Administrator/Trustee Fee, which shall be payable from amounts on deposit in the Lower-Tier Distribution
Account. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the Certificate Administrator/Trustee
Fee. The Certificate Administrator’s


 






    -255-


     

    

 


rights
to the Certificate Administrator/Trustee Fee may not be transferred in whole or in part except in connection with the transfer
of all of its responsibilities and obligations under this Agreement.


 


Except as otherwise provided herein,
the Master Servicer shall pay all of its overhead expenses incurred by it in connection with its servicing activities hereunder,
including all fees of any sub-servicers retained by it (but excluding Mortgage Loan Seller Sub-Servicers). Except as otherwise
provided herein, the Trustee and the Certificate Administrator shall each pay all expenses incurred by it in connection with its
activities hereunder.


 


(b)       As
compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan
and Serviced REO Loan to the Special Servicing Compensation, which shall be payable from amounts on deposit in the Collection Account
or the Serviced Whole Loan Collection Account, as applicable, as set forth in Section 3.06 of this Agreement. The Special
Servicer’s rights to the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer
of all of the Special Servicer’s responsibilities and obligations under this Agreement. In addition, the Special Servicer
shall be entitled to receive, as Special Servicing Compensation, to the extent permitted by applicable law and the related Loan
Documents, (i) any Net Default Interest and any other Penalty Charges collected by the Master Servicer or the Special Servicer
during a Collection Period accrued on any Specially Serviced Loan remaining after application thereof during such Collection Period
(and in the case of the Serviced Whole Loans, as set forth in and subject to the terms of the related Intercreditor Agreement and
Section 3.12(d) herein) to pay the Advance Interest Amount relating to such Specially Serviced Loan and any unreimbursed
Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) incurred during or prior to
such Collection Period on such related Specially Serviced Loan (but not NSF check fees and the like, which shall be paid to the
Master Servicer) as further described below in this subsection (b), (ii) (a) 100% of any Modification Fees and consent
fees (or similar fees) related to the Specially Serviced Loans, (b) 50% of any Modification Fees and consent fees (or similar fees)
on Mortgage Loans (and the related Serviced Companion Loans) that are non-Specially Serviced Loans which involve one or more Special
Servicer Major Decisions or Special Servicer Non-Major Decisions (whether or not processed by the Special Servicer) and (c) 0%
of any Modification Fees and consent fees (or similar fees) on Mortgage Loans (and the related Serviced Companion Loans) that are
non-Specially Serviced Loans which do not involve a Special Servicer Major Decision or Special Servicer Non-Major Decision, (iii)
(a) 100% of any Assumption Fees and consent fees on Specially Serviced Loans, (b) 50% of any Assumption Fees and consent fees on
Mortgage Loans (and the related Serviced Companion Loans) that are non-Specially Serviced Loans which involve a Special Servicer
Major Decision or Special Servicer Non-Major Decision (whether or not processed by the Special Servicer) and (c) 0% of any Assumption
Fees and consent fees on Mortgage Loans (and the related Serviced Companion Loans) that are non-Specially Serviced Loans which
do not involve a Special Servicer Major Decision or Special Servicer Non-Major Decision, (iv) 100% of assumption application fees
received with respect to the Mortgage Loans (and the related Serviced Companion Loans) for which the Special Servicer is processing
the underlying assumption related transaction), (v) 100% of beneficiary statement charges, demand fees or similar items (but not
including Prepayment Premiums or Yield Maintenance Charges) on Specially Serviced Loans, and (vi) any interest or other income
earned on deposits in the REO Accounts.


 






    -256-


     

    

 


Notwithstanding anything to the contrary,
the Master Servicer and the Special Servicer will each be entitled to charge the related Borrower reasonable review fees in connection
with any borrower request.


 


With respect to any of the preceding
fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer
and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective portion
of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not
to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer
exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected
not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion
of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge
its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee
and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.


 


Except as otherwise provided herein,
the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all
fees of any sub-servicers retained by it.


 


In addition, the Special Servicer shall
be entitled to the portion of Net Default Interest and any other Penalty Charges collected by the Other Special Servicer servicing
the related Non-Serviced Mortgage Loan and that are allocated to such Non-Serviced Mortgage Loan remaining after application thereof
during such Collection Period to pay the Advance Interest Amount relating to such Non-Serviced Mortgage Loan and any unreimbursed
Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) incurred during or prior to
such Collection Period on such related Non-Serviced Mortgage Loan (but not NSF check fees and similar fees, which shall be paid
to the Master Servicer) as provided in this Agreement. Except as specified in the preceding sentence, the Special Servicer will
not be entitled to the compensation set forth in this Section 3.12(b) with respect to a Non-Serviced Mortgage Loan.


 


(c)       In
addition, a Workout Fee will be payable to the Special Servicer with respect to each Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan that ceases to be a Specially Serviced Loan pursuant to the definition thereof. As to each
such Mortgage Loan or Serviced Whole Loan, the Workout Fee will be payable out of each collection of interest and principal (including
scheduled payments, prepayments, Balloon Payments and payments at maturity) received on such Mortgage Loan or Serviced Whole Loan
for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any such Mortgage Loan or Serviced Whole Loan
will cease to be payable if such loan again becomes a Specially Serviced Loan or if the related Mortgaged Property becomes a Serviced
REO Property; provided that a new Workout Fee will become payable if and when such Mortgage Loan or Serviced Whole Loans
again ceases to be a Specially Serviced Loan. If the Special Servicer is terminated (other than for cause) or resigns with respect
to any or all of its servicing duties, it shall retain the right to receive any and all Workout Fees payable with respect to the
Mortgage Loans that cease to be a Specially Serviced Loan during the period that it had responsibility for servicing such Specially
Serviced Loan (or for any Specially Serviced Loan that had not yet


 






    -257-


     

    

 


become
a Corrected Mortgage Loan because as of the time that the Special Servicer is terminated the borrower has not made three consecutive
monthly debt service payments and subsequently the Specially Serviced Loan becomes a Corrected Mortgage Loan) at the time of such
termination or resignation (and the successor Special Servicer shall not be entitled to any portion of such Workout Fees), in
each case until the Workout Fee for any such loan ceases to be payable in accordance with the preceding sentence.


 


A Liquidation Fee will be payable to
the Special Servicer, except as described below, with respect to (i) each Mortgage Loan repurchased by a Mortgage Loan Seller,
(ii) each Specially Serviced Loan or REO Loan or (iii) each Defaulted Mortgage Loan that is a Non-Serviced Mortgage Loan sold
by the Special Servicer in accordance with the proviso in Section 3.16(b) of this Agreement, in each case, as to which
the Special Servicer obtains a full, partial or discounted payoff from the related Borrower, a loan purchaser or Mortgage Loan
Seller, as applicable, and, except as otherwise described below, with respect to any Specially Serviced Loan or REO Property
as to which the Special Servicer recovered any Liquidation Proceeds; provided, however, for clarification, in the
case of clause (iii), should the Non-Serviced Mortgage Loan be sold by the Other Special Servicer, then the Liquidation Fee
shall be paid to such Other Special Servicer. As to each such Mortgage Loan repurchased by a Mortgage Loan Seller after the Initial
Resolution Period (and giving effect to any Resolution Extension Period) in accordance with Section 2.03(e) of this
Agreement or Specially Serviced Loan and Serviced REO Property, the Liquidation Fee will be payable from the related payment or
proceeds. Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation
Proceeds to the extent set forth in the definition of “Liquidation Fee” herein. With respect to any future mezzanine
debt, to the extent not prohibited by the Loan Documents, the Master Servicer or Special Servicer, as applicable, shall require
that the related mezzanine intercreditor agreement provide that if a Mortgage Loan is purchased by the related mezzanine lender
on a date that is more than 90 days following the date that the related option first becomes exercisable, such mezzanine lender
shall be required to pay a Liquidation Fee equal to the amount that the Special Servicer would otherwise be entitled to under this
Agreement with respect to a liquidation of such Mortgage Loan (provided, that such Liquidation Fee shall in all circumstances
be payable by the related mezzanine lender and shall not, under any circumstances, be payable out of the Trust unless the Master
Servicer fails to require the related mezzanine intercreditor agreement to require the mezzanine lender to pay such amounts in
breach of its obligation to do so under this paragraph). If Liquidation Proceeds are received with respect to any Specially Serviced
Loan as to which the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out
of the portion of such Liquidation Proceeds that constitute principal and/or interest. Notwithstanding anything herein to the contrary,
the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to Liquidation
Proceeds received on any Mortgage Loan or any Specially Serviced Loan. If (i) the Special Servicer resigns or has been terminated,
and (ii)  prior to such resignation or termination, either (A) a Specially Serviced Loan was liquidated or modified pursuant
to an action plan submitted by the initial Special Servicer and approved (or deemed approved) by the Directing Holder or the Special
Servicer has determined to grant a forbearance, or (B) a Specially Serviced Loan being monitored by the Special Servicer subsequently
became a Corrected Mortgage Loan, then in either such event the Special Servicer shall be paid the related Workout Fee or Liquidation
Fee, as applicable.


 






    -258-


     

    

 


The total amount of Workout Fees and
Liquidation Fees that are payable by the Trust with respect to each Mortgage Loan, Serviced Whole Loan or Serviced REO Loan through
the period such Mortgage Loan is an asset of the Trust shall be subject to an aggregate cap of $1,000,000. For the purposes of
determining whether any such cap has been reached with respect to a Special Servicer and a Mortgage Loan, Serviced Whole Loan or
Serviced REO Loan, only the Workout Fees and Liquidation Fees paid to such Special Servicer with respect to such Mortgage Loan,
Serviced Whole Loan or Serviced REO Loan shall be taken into account, and any Workout Fees or Liquidation Fees for any other Mortgage
Loans, Serviced Whole Loans or Serviced REO Loans shall not be taken into account (and any Workout Fees or Liquidation Fees paid
to a predecessor or successor special servicer or Other Special Servicer shall also not be taken into account).


 


The Special Servicer shall be required
to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without
limitation, any amounts, other than management fees in respect of REO Properties, due and owing to any of its sub-servicers, any
amounts due and owing to any of its Affiliates, and the premiums for any blanket insurance policy obtained by it insuring against
hazard losses pursuant to Section 3.08 of this Agreement, except to the extent such premiums are reimbursable pursuant
to Section 3.08 of this Agreement), if and to the extent such expenses are not expressly payable directly out of the
Collection Account or if a Serviced Whole Loan is involved, the applicable Serviced Whole Loan Collection Account or the applicable
REO Account or as a Servicing Advance, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.


 


The Special Servicer and its Affiliates
shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the
form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any Person (including,
without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced
Whole Loan and any purchaser of any Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition,
workout or foreclosure of any Mortgage Loan or Serviced Whole Loan, the management or disposition of any REO Property, or the performance
of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.12;
provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(d)       In
determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any
Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan or, unless prohibited by the related Intercreditor
Agreement to be so applied, any Serviced Companion Loan, during the related Collection Period shall be applied (as between Default
Interest and late payment charges, in the priority set forth in the definition of “Advance Interest Amount”)
to reimburse (i) the Master Servicer or the Trustee for interest on Advances at the Reimbursement Rate with respect to such
Mortgage Loan that accrued in the period that such Penalty Charges were collected and advance interest to any related Serviced
Companion Loan Service Provider for any debt service advance made by such party with respect to any related Serviced Companion
Loan that accrued in the period that such Penalty Charges were collected, (ii) the Trust Fund for all interest on Advances
with respect to such Mortgage Loan or Serviced Whole Loan previously paid to the Master


 






    -259-


     

    

 


Servicer,
the Trustee or to any Serviced Companion Loan Service Provider pursuant to Section 3.06(a)(vi) or Section 3.06(b)(vi)
of this Agreement and (iii) the Trust Fund for any Additional Trust Fund Expenses (including Special Servicing
Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage Loan or Serviced Whole Loan paid in the Collection
Period that such Penalty Charges were collected and not previously paid out of Penalty Charges, and any Penalty Charges
remaining thereafter shall be distributed pro rata to the Master Servicer and the Special Servicer based upon the
amount of Penalty Charges the Master Servicer or the Special Servicer would otherwise have been entitled to receive during
such period with respect to such Mortgage Loan without any such application. Except as set forth in this Agreement, the
Special Servicer shall not be entitled to any Special Servicing Fees, Workout Fees or Liquidation Fees with respect to any
Non-Serviced Mortgage Loan or any related REO Property. For the avoidance of doubt, the portion of Penalty Charges allocated
to a Mortgage Loan that is part of a Non-Serviced Whole Loan (in accordance with the applicable Intercreditor Agreement and,
if applicable, the Other Pooling and Servicing Agreement) shall be allocated in accordance with clauses (i), (ii) and
(iii) above (except that, Advances in clauses (i) and (ii) shall mean P&I Advances).


 


If a Servicing Shift Whole Loan becomes
a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the Special Servicer shall service and administer
such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan or Serviced
REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan as Special Servicer
of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable Servicing Shift Securitization
Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. If a Servicing Shift
Whole Loan is still a Specially Serviced Loan on the applicable Servicing Shift Securitization Date, the Other Special Servicer
and the Special Servicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as if the Special Servicer
were being terminated as the Special Servicer with respect to such Servicing Shift Whole Loan and the Other Special Servicer were
replacing the Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole Loan.


 


If a Servicing Shift Whole Loan is
being specially serviced on the applicable Servicing Shift Securitization Date, the Special Servicer shall be entitled to compensation
for the period during which it acted as Special Servicer with respect to such Whole Loan, including its share of any liquidation
or workout fees and any additional servicing compensation as well as all surviving indemnity and other rights in respect of such
special servicing role under this Agreement.


 


(e)       The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to reimbursement from the
Trust Fund (and, prior to recovery from the Trust Fund, in the case of any Serviced Whole Loans, subject to the related Intercreditor
Agreement, first, from the related Subordinate Companion Loan up to the full principal balance thereof, if any, and second,
to the extent any such costs and expenses remain unreimbursed, from the related Mortgage Loan and the Collection Account, or in
the case of a Serviced Whole Loan with a Serviced Pari Passu Companion Loan, first, out of the related Serviced Whole Loan
Collection Account from collections on the related Serviced Pari Passu Companion Loan and the


 






    -260-


     

    

 


related
Mortgage Loan on a pro rata basis by principal balance, and second, to the extent any such costs and expenses remain
unreimbursed, out of the Collection Account) for the costs and expenses incurred by them in the performance of their duties under
this Agreement which are “unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(iii). Such expenses shall include, by way of example and not by way of limitation, environmental assessments,
Updated Appraisals and appraisals in connection with foreclosure, the fees and expenses of any administrative or judicial proceeding
and expenses expressly identified as reimbursable in Section 3.06(a)(xv) of this Agreement. All such costs and expenses
shall be treated as costs and expenses of the Lower-Tier REMIC and the related Serviced Whole Loan, if applicable.


 


(f)       No
provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator or the Trustee to expend or risk their own funds or otherwise
incur any financial liability in the performance of any of their duties hereunder or thereunder, or in the exercise of any of their
rights or powers, if, in the good faith business judgment of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds would
not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Liquidation Proceeds and other collections on or
in respect of the Mortgage Loans, or from adequate indemnity from other assets comprising the Trust Fund against such risk or liability.


 


If the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee receives a request
or inquiry from a Borrower, any Certificateholder or any other Person the response to which would, in the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s, the Operating Advisor’s, the Asset Representations Reviewer’s
or the Trustee’s good faith business judgment require the assistance of Independent legal counsel or other consultant to
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Trustee, the cost of which would not be an expense of the Trust Fund or any Serviced Companion Loan Noteholder hereunder,
then the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless
such Borrower, such Certificateholder, or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s, the Operating Advisor’s, the Asset Representations Reviewer’s
or the Trustee’s reasonable expenses associated with such counsel (including, without limitation, posting an advance payment
for such expenses) satisfactory to the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or the Trustee, as the case may be, in its sole discretion. Unless such arrangements have been
made, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Trustee, as the case may be, shall have no liability to any Person for the failure to respond to such request or
inquiry.


 


Section 3.13     Reports
to the Certificate Administrator; Collection Account Statements. (a) The Master Servicer shall deliver to the Certificate
Administrator no later than


 






    -261-


     

    

 


3:00 p.m.
(New York City time) one Business Day prior to the Master Servicer Remittance Date prior to each Distribution Date (beginning
January 2017), the CREFC® Appraisal Reduction Template, if any for such Distribution Date, and the CREFC®
Loan Periodic Update File with respect to all of the Mortgage Loans that it is servicing for the related Distribution Date
(which shall include, without limitation, the amount of Available Funds allocable to the Mortgage Loans) including information
therein that states the anticipated P&I Advances for the related Distribution Date. The Master Servicer’s responsibilities
under this Section 3.13(a) with respect to Serviced REO Loans shall be subject to the satisfaction of the Special
Servicer’s obligations under Section 3.23 of this Agreement. The Master Servicer shall make available to each
Serviced Companion Loan Noteholder with respect to the related Whole Loan or, if such Serviced Companion Loan is securitized,
the respective Other Servicer and Other Trustee, the CREFC® Investor Reporting Package (CREFC® IRP)
(excluding any templates) pursuant to the terms of this Agreement on a monthly basis by (i) prior to the securitization of
the related Companion Loan, the Distribution Date and (ii) (A) other than with respect to the 8 Times Square &
1460 Broadway Companion Loans, the 229 West 43rd Street Retail Condo Companion Loans and the FedEx Ground Portfolio Companion
Loans following the securitization of the related Companion Loan, no later than the time(s) that it or any portion thereof is
made available to the Certificate Administrator and (B) with respect to the 8 Times Square & 1460 Broadway Companion
Loans, the 229 West 43rd Street Retail Condo Companion Loans and the FedEx Ground Portfolio Companion Loans, in each case following
the securitization of any such Companion Loan, the Serviced Whole Loan Remittance Date so long as the date on which delivery is
required under this clause (ii)(b) is at least one business day after the scheduled monthly payment date under the related
Loan Agreement plus, solely in the case of a FedEx Ground Portfolio Companion Loan, any grace periods applicable for late payments,
default interest or payment default.


 


(b)       For
so long as the Master Servicer makes deposits into or credits to and withdrawals or debits from the Collection Account or any Serviced
Whole Loan Collection Account, not later than 15 days after each Distribution Date, the Master Servicer shall forward to the Certificate
Administrator and, upon request (but not more frequently than once per month), each Serviced Companion Loan Noteholder with respect
to the related Whole Loan and related Serviced Whole Loan Collection Account (or, if such Serviced Companion Loan is securitized,
the respective Other Servicer and Other Trustee) a statement prepared by the Master Servicer setting forth the status of each of
the Collection Account and each Serviced Whole Loan Collection Account as of the close of business on the last Business Day of
the prior Collection Period and showing the aggregate amount of deposits into and withdrawals from the Collection Account and each
Serviced Whole Loan Collection Account of each category of deposit (or credit) specified in Section 3.05 of this Agreement
and each category of withdrawal (or debit) specified in Section 3.06 of this Agreement for the related Collection Period,
in each case for the Mortgage Loans (including the Non-Serviced Mortgage Loans). The Trustee and the Certificate Administrator
and its agents and attorneys may at any time during normal business hours, upon reasonable notice, inspect and copy the books,
records and accounts of the Master Servicer solely relating to the Mortgage Loans and the performance of its duties hereunder.


 


(c)       Beginning
in January 2017, no later than 4:00 p.m. (New York City time) on each Master Servicer Remittance Date, the Master Servicer
shall deliver or cause to be delivered to the Certificate Administrator (who shall promptly post such reports to the Certificate


 






    -262-


     

    

 


Administrator’s
Website pursuant to Section 4.02(b)(iii)(B) of this Agreement) and the Operating Advisor the following reports (in
electronic form) with respect to the Mortgage Loans that it is servicing (and, if applicable, the related REO Properties), providing
the required information as of the immediately preceding Determination Date: (i) to the extent the Master Servicer has received
the most recent CREFC® Special Servicer Loan File from the Special Servicer at the time required, the most recent
CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification and Corrected Mortgage
Loan Report, the CREFC® Loan Setup File (with respect to the first Distribution Date) and CREFC®
REO Status Report received from such Special Servicer, (ii) the most recent CREFC® Property File, CREFC®
Financial File, CREFC® Comparative Financial Status Report and the CREFC® Loan Level Reserve/LOC
Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File),
(iii) the CREFC® Servicer Watch List with information that is current as of such Determination Date and (iv) the
CREFC® Advance Recovery Report.


 


The information that pertains to Specially
Serviced Loans and REO Properties reflected in such reports shall be based solely upon the reports delivered by the Special Servicer
to the Master Servicer (other than information as to which the Master Servicer has the primary responsibility to generate) no later
than the related Determination Date in the form required by Section 3.13(g) of this Agreement or shall be provided
by means of such reports so delivered by the Special Servicer to the Master Servicer in the form so required. In the absence of
manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, the information
and reports delivered to it by the Special Servicer, and the Certificate Administrator shall be entitled to conclusively rely upon
the Master Servicer’s reports and the Special Servicer’s reports and any information provided by the Certificate Administrator
or the Trustee without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated
therein.


 


(d)           The
Master Servicer (with respect to a Mortgage Loan that is not a Specially Serviced Loan) or the Special Servicer (with respect to
Specially Serviced Loans and REO Properties) shall deliver or cause to be delivered to the Trustee, the Certificate Administrator,
the 17g-5 Information Provider (who shall promptly post such items to the 17g-5 Information Provider’s Website pursuant to
Section 3.14(d) of this Agreement), the Serviced Companion Loan Noteholders, the Underwriters, the Initial Purchasers
and the Operating Advisor the following materials, in each case to the extent that such materials or the information on which they
are based have been received by the Master Servicer or Special Servicer, as applicable, with respect to the Mortgage Loans or REO
Properties, as applicable, that the Master Servicer or Special Servicer, as applicable, is servicing:


 


(i)           Within
30 days after receipt of any quarterly operating statement, if any, commencing within 30 days of receipt of such quarterly operating
statement for the quarter ending March 31, 2017, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan),
Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and received from the Special Servicer (in written format
or in electronic media) in the case of any Specially Serviced Loan or Serviced REO Loan), a CREFC® Operating Statement
Analysis Report for the related Mortgaged Property or Serviced REO Property as of the end of the preceding calendar quarter, together
with copies of the related operating statements and rent rolls (but, with respect to such operating statements


 






    -263-


     

    

 


and rent rolls,
(a) only to the extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees to provide such information,
(b) with respect to Specially Serviced Loans and REO Properties, only to the extent received by the Special Servicer, and
(c) in the case of any party other than the 17g-5 Information Provider, only upon request); provided that, to the extent
the annual CREFC® Operating Statement Analysis Report is delivered as described under clause (b) below, then such
delivery shall satisfy the requirement under this clause (a) to deliver a quarterly CREFC® Operating Statement Analysis
Report for the quarter ending June 30 of each year, commencing in 2018. The Master Servicer (or the Special Servicer in the case
of Specially Serviced Loans and Serviced REO Properties) shall use commercially reasonable efforts to obtain said quarterly and
other periodic operating statements and related rent rolls, which efforts shall include a letter sent to the related Borrower (except
with respect to any Non-Serviced Mortgage Loan) (followed up with telephone calls), requesting such quarterly and other periodic
operating statements and related rent rolls until they are received to the extent such action is consistent with applicable law
and the terms of the related Loan Documents; provided, however, that any analysis or update with respect to the first
calendar quarter of each year shall not be required to the extent such analysis or update is not required to be provided under
the then current applicable CREFC® guidelines.


 


(ii)          At
least annually, on or before June 30 of each year, beginning with June 30, 2018, with respect to each Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and received from
the Special Servicer (in written format or in electronic media) in the case of any Specially Serviced Loan or Serviced REO Loan),
a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or Serviced REO Property as of the
end of the preceding calendar year (initially, year-end 2017), together with copies of the related operating statements and related
rent rolls (but, with respect to such operating statements and rent rolls, (a) only to the extent the related Borrower is required
by the Mortgage to deliver, or otherwise agrees to provide such information, (b) with respect to Specially Serviced Loans
and REO Properties, only to the extent received by the Special Servicer, and (c) in the case of any party other than the 17g-5
Information Provider, only upon request) for the current trailing 12 months, if available, or year-to-date, provided, however,
that with respect to any obligation of the Master Servicer or Special Servicer, as applicable, to provide a year-end analysis or
update, such analysis or update shall not be required to the extent such analysis or update is not required to be provided under
the then current applicable CREFC® guidelines. The Master Servicer (or the Special Servicer in the case of Specially
Serviced Loans and Serviced REO Properties) shall use commercially reasonable efforts to obtain said annual and other periodic
operating statements and related rent rolls, which efforts shall include a letter sent to the related Borrower (except with respect
to any Non-Serviced Mortgage Loan) (followed up with telephone calls), requesting such annual and other periodic operating statements
and related rent rolls until they are received to the extent such action is consistent with applicable law and the terms of the
related Loan Documents. Upon receipt of such annual and other periodic operating statements (including year-to-date statements)
and related rent rolls, the Master Servicer shall promptly update the CREFC® Operating Statement Analysis Report
(commencing with the quarter ending March 31, 2017).


 






    -264-


     

    

 


(iii)         Within
45 days after receipt by the Master Servicer (or within 60 days of receipt by the Special Servicer in the case of a Specially Serviced
Loan or Serviced REO Property) of any annual year-end operating statements and related rent rolls with respect to any Mortgaged
Property (except with respect to any Non-Serviced Mortgage Loan) or Serviced REO Property (to the extent prepared by and received
from the Special Servicer in the case of any Specially Serviced Loan or Serviced REO Property), commencing within 45 or 60 days,
as applicable, of receipt of such statements for year-end 2017, a CREFC® NOI Adjustment Worksheet for such Mortgaged
Property (with the annual year-end operating statements attached thereto as an exhibit). The Master Servicer will use the “Normalized”
column from the CREFC® NOI Adjustment Worksheet to update the full year-end data on any CREFC® Operating
Statement Analysis Report and will use any operating statements received with respect to any Mortgaged Property (other than any
Mortgaged Property which is a Serviced REO Property or constitutes security for a Specially Serviced Loan or a Non-Serviced Mortgage
Loan) to update the CREFC® Operating Statement Analysis Report for such Mortgaged Property; provided, however,
that any analysis or update with respect to the year-end or first quarter of each year shall not be required to the extent such
analysis or update is not required to be provided under the then current applicable CREFC® guidelines.


 


Notwithstanding anything to the contrary
in this Agreement, the Master Servicer or the Special Servicer, as applicable, shall forward such items to the 17g-5 Information
Provider (who shall promptly post such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement).


 


The Master Servicer shall maintain
one CREFC® Operating Statement Analysis Report for each Mortgaged Property (and shall not be required to maintain
any such report for a Mortgaged Property securing a Non-Serviced Mortgage Loan) and Serviced REO Property (to the extent prepared
by and received from the Special Servicer in the case of any Serviced REO Property or any Mortgaged Property constituting security
for a Specially Serviced Loan) relating to a Mortgage Loan that it is servicing. The CREFC® Operating Statement
Analysis Report for each Mortgaged Property (other than any such Mortgaged Property that secures a Non-Serviced Mortgage Loan or
that is a Serviced REO Property or constitutes security for a Specially Serviced Loan) is to be updated with trailing 12-month
information, as available, or year-to-date information until 12-month trailing information (commencing with the quarter ending
March 31, 2017) is available by the Master Servicer and such updated report shall be delivered to the Trustee, the Certificate
Administrator, the Operating Advisor, the Directing Holder and any related Serviced Companion Loan Noteholder in the calendar month
following receipt by the Master Servicer of such updated trailing or year-to-date operating statements and related rent rolls for
such Mortgaged Property.


 


The Master Servicer (with respect to
Performing Loans) and the Special Servicer (with respect to REO Properties and Specially Serviced Loans) shall deliver to the Certificate
Administrator, the Operating Advisor and (solely with respect to the related Mortgaged Property) each holder of a Serviced Companion
Loan by electronic means the CREFC® Operating Statement Analysis Report for each Mortgaged Property upon request.


 






    -265-


     

    

 


The Special Servicer shall pursuant
to Section 3.13(h) of this Agreement, deliver to the Master Servicer the information required of it pursuant to this
Section 3.13(d) with respect to Specially Serviced Loans and Serviced REO Loans.


 


(e)           In
connection with their servicing of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced REO Properties,
the Master Servicer and the Special Servicer, as applicable, shall provide to each other and to the Trustee and the Certificate
Administrator, written notice of any event that comes to their knowledge with respect to a Mortgage Loan or Serviced REO Property
that the Master Servicer or the Special Servicer, respectively, determines, in accordance with the Servicing Standard, would have
a material adverse effect on such Mortgage Loan or Serviced REO Property, which notice shall include an explanation as to the reason
for such material adverse effect.


 


(f)           The
Master Servicer or the Special Servicer, as applicable, shall make available to the Controlling Class Representative copies of
all rent rolls, operating statements and financial statements actually provided by each Borrower, including any monthly or quarterly
statements or rent rolls, within 15 Business Days of receipt.


 


(g)          On
or before 2:00 p.m. Central Time on each Determination Date, the Special Servicer shall deliver, or cause to be delivered, to the
Master Servicer and, upon the request of any of the Trustee, the Certificate Administrator, the Operating Advisor, the Depositor,
the Controlling Class Representative or any Rating Agency, to such requesting party, the CREFC® Special Servicer
Loan File with respect to the Specially Serviced Loans (and, if applicable, the related Serviced REO Properties), providing the
required information as of the Determination Date (or, upon the reasonable request of any Master Servicer, data files in a form
acceptable to the Master Servicer), which CREFC® Special Servicer Loan File shall include data, to enable the Master
Servicer to produce the CREFC® Supplemental Servicer Reports. Such reports or data shall be presented in writing
and in an electronic format acceptable to the Master Servicer.


 


(h)          The
Special Servicer shall deliver or cause to be delivered to the Master Servicer and the 17g-5 Information Provider (who shall promptly
post such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and, upon the
request of any of the Trustee, the Certificate Administrator, the Operating Advisor, the Depositor, the Controlling Class or any
Rating Agency, to such requesting party, without charge, the following materials for Specially Serviced Loans or Serviced REO Properties,
as applicable, in each case to the extent that such materials or the information on which they are based have been received by
the Special Servicer:


 


(i)            At
least annually, on or before June 1 of each year, commencing in 2017, with respect to each Specially Serviced Loan and Serviced
REO Loan, a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or Serviced REO Property
as of the end of the preceding calendar year (initially year-end December 31, 2016) together with copies of the operating statements
and related rent rolls for the related Mortgaged Property or Serviced REO Property as of the end of the preceding calendar year
(but, with respect to such operating statements and rent rolls, (a) only to the extent the related Borrower is required by the
Mortgage to deliver, or otherwise agrees to provide such information, (b) with respect to Specially Serviced Loans and REO
Properties, only


 






    -266-


     

    

 


to the extent received by the Special Servicer, and (c) in the case of any party other than the Master Servicer
and the 17g-5 Information Provider, only upon request) and for the current trailing 12 months, if available, or year-to-date. The
Special Servicer shall use its reasonable efforts to obtain said annual and other periodic operating statements and related rent
rolls with respect to each Mortgaged Property constituting security for a Specially Serviced Loan and each Serviced REO Property.


 


(ii)          Within
60 days of receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or within 45 days of receipt
by the Master Servicer (with respect to a Mortgage Loan that is not a Specially Serviced Loan) of any annual operating statements
with respect to any Mortgaged Property relating to a Specially Serviced Loan or Serviced REO Property, a CREFC®
NOI Adjustment Worksheet for such Mortgaged Property or Serviced REO Property (with the annual operating statements attached thereto
as an exhibit); provided, that, with the consent of the Master Servicer, the Special Servicer may instead provide data files
in a form acceptable to the Master Servicer. The Special Servicer will use the “Normalized” column from the CREFC®
NOI Adjustment Worksheet to update the full year-end data on any CREFC® Operating Statement Analysis Report and
will use any operating statements received with respect to any Mortgaged Property relating to a Specially Serviced Loan or Serviced
REO Property to update the CREFC® Operating Statement Analysis Report for such Mortgaged Property.


 


Notwithstanding anything to the contrary
in this Agreement, the Special Servicer shall forward such items to the 17g-5 Information Provider (who shall promptly post such
items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).


 


The Special Servicer shall maintain
one CREFC® Operating Statement Analysis Report for each Mortgaged Property securing a Specially Serviced Loan and
each Serviced REO Property. The CREFC® Operating Statement Analysis Report for each Mortgaged Property securing
a Specially Serviced Loan and each Serviced REO Property is to be updated by the Special Servicer and such updated report delivered
to the Master Servicer within 45 days after receipt by the Special Servicer of updated operating statements for each such Mortgaged
Property; provided, that, the Special Servicer may instead provide data files in an electronic form acceptable to the Special
Servicer. The Special Servicer shall provide each such report to the Master Servicer in the then applicable CREFC®
format.


 


(i)       If
the Master Servicer or the Special Servicer, as applicable, is required to deliver any statement, report or information under any
provision of this Agreement (including Section 3.14), the Master Servicer or the Special Servicer, as the case may
be, may satisfy such obligation by (x) delivering such statement, report or information in a commonly used electronic format
or (y) making such statement, report or information available on the Master Servicer’s website, unless this Agreement
expressly specifies a particular method of delivery or such statement, report or information must be filed with the Commission
as contemplated in Article X; provided that all reports required to be delivered to the Certificate Administrator
shall be delivered in accordance with clause (x).


 


(j)       The
Master Servicer may, but is not required to, make any of the reports or files it delivers pursuant to this Section 3.13
available each month on the Master Servicer’s


 






    -267-


     

    

 


website
only with the use of a password, in which case the Master Servicer shall provide such password to (i) the other parties to
this Agreement, who by their acceptance of such password shall be deemed to have agreed not to disclose such password to any other
Person and (ii) each Certificateholder and prospective Certificateholder who requests such password, and has delivered an
Investor Certification to the Trustee, the Certificate Administrator and the Master Servicer. In connection with providing access
to the Master Servicer’s website, the Master Servicer may require registration and the acceptance of a disclaimer and otherwise
(subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent the Master Servicer
deems necessary or appropriate, conditioning access on execution of an agreement governing the availability, use and disclosure
of such information, and which may provide indemnification to the Master Servicer for any liability or damage that may arise therefrom.


 


(k)       With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
Business Days following the Determination Date and the Master Servicer shall, to the extent it has received, deliver to the Certificate
Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC® Investor
Reporting Package, an electronic report which may include html, word or excel compatible format, clean and searchable pdf. format
or such other format as mutually agreeable between the Certificate Administrator and the Special Servicer (or Master Servicer on
its behalf) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer
or any of its Affiliates during the related Collection Period; provided that no report regarding Disclosable Special Servicer
Fees shall be required to be delivered if there are no Disclosable Special Servicer Fees for the related Collection Period.


 


Section 3.14     Access
to Certain Documentation. (a) The Master Servicer and Special Servicer, as applicable, shall provide to any
Certificateholders and any Serviced Companion Loan Noteholders that are federally insured financial institutions, the
Operating Advisor (but only if a Control Termination Event has occurred and is continuing), the Directing Holder (but only if
no Consultation Termination Event has occurred and is continuing), the Federal Reserve Board, the FDIC and the Office of the
Comptroller of the Currency and the supervisory agents and examiners of such boards and such corporations, and any other
federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder or Serviced
Companion Loan Noteholder is subject, access to the documentation regarding the Mortgage Loans or the Whole Loans, as
applicable, that it is servicing required by applicable regulations of the Federal Reserve Board, FDIC, Office of the
Comptroller of the Currency or any such federal or state banking or regulatory authority, such access being afforded without
charge but only upon reasonable written request and during normal business hours at the offices of the Master Servicer or
Special Servicer, as applicable. At the election of the Master Servicer, the Special Servicer or the Certificate
Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as
requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to
require payment (other than from the Directing Holder and the Trustee and the Certificate Administrator on its own behalf or
on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred
by it in making such copies. Such access shall (except as described in the preceding


 






    -268-


     

    

 


sentence)
be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of
the Certificate Administrator or the Custodian. In addition, upon reasonable prior written notice to the Master Servicer or
the Special Servicer, as the case may be, the Trustee, the Certificate Administrator, the Operating Advisor (but only if a
Control Termination Event has occurred and is continuing), the Depositor or their accountants or other representatives shall
have reasonable access to review the documents, correspondence and records in the possession of the Master Servicer or the
Special Servicer, as the case may be, as they relate to a Mortgaged Property and any Serviced REO Property during normal
business hours at the offices of the Master Servicer or the Special Servicer, as the case may be. Nothing in this Section 3.14
shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting
disclosure of information with respect to the Borrowers, and the failure of the Master Servicer and Special Servicer to
provide access as provided in this Section 3.14 as a result of such obligation shall not constitute a breach of
this Section 3.14.


 


(b)       In
connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, Serviced
Companion Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion
Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced
Companion Loan Noteholder (to the extent permitted in the related Intercreditor Agreement) of a sum sufficient to cover the reasonable
costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for
space; provided that no charge may be made if such information or access was required to be given or made available under
applicable law. In connection with providing Certificateholders or Serviced Companion Loan Noteholders access to the information
described in the preceding paragraph the Master Servicer and the Special Servicer, as applicable, may require (prior to affording
such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates
or a beneficial holder of Book-Entry Certificates or Serviced Companion Loan Noteholder or a regulator or governmental body and
will keep such information confidential.


 


(c)       Upon
the reasonable request of (1) any Certificateholder identified to the Master Servicer to the Master Servicer’s reasonable
satisfaction (or, with respect to any Serviced Companion Loan, the request of any Serviced Companion Loan Noteholder), the Master
Servicer may provide (or forward electronically) (at the expense of such Certificateholder, Serviced Companion Loan Noteholder)
copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer, or (2) any
Controlling Class Certificateholder identified to the Master Servicer (in the case of a Performing Loan) or the Special Servicer
(in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s reasonable satisfaction,
the Master Servicer or Special Servicer, as applicable, shall provide (or forward electronically) (at the expense of such Controlling
Class Certificateholder) any Excluded Information in the Master Servicer’s or Special Servicer’s, as applicable, possession
(available on the Certificate Administrator’s Website but not accessible to such Controlling Class Certificateholder through
the Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any Excluded Controlling
Class Mortgage


 






    -269-


     

    

 


Loan
in which such Controlling Class Certificateholder is not an Excluded Controlling Class Holder; provided that, in connection
therewith, the Master Servicer or Special Servicer, as applicable, may require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the
effect that such Person is a Holder of Certificates or a Serviced Companion Loan Noteholder or a beneficial holder of Book-Entry
Certificates or a regulator or a governmental body and will keep such information confidential and will use such information only
for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under this
Agreement. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to any Certificateholders
on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to
the Certificate Administrator.


 


(d)       The
17g-5 Information Provider shall make available solely to the Depositor and to any NRSRO that delivers an NRSRO Certification to
the 17g-5 Information Provider the following items to the extent such items are delivered to it via electronic mail at 17g5informationprovider@wellsfargo.com
(or such other address as the 17g-5 Information Provider shall specify by written notice to the other parties hereto) in an electronic
format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system, specifically
with a subject reference of “CD 2016-CD2 Mortgage Trust, Series 2016-CD2” and an identification of the type of information
being provided in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties
hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial
(provided, if such information is not in electronic format readable and uploadable (that is not locked or corrupted), then
the 17g-5 Information Provider shall immediately notify the applicable delivering party thereof, whereupon such party shall promptly
deliver the subject information in such format):


 


(i)           any
waivers delivered to the 17g-5 Information Provider pursuant to Section 3.09 of this Agreement;


 


(ii)          any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance
delivered to the 17g-5 Information Provider pursuant to Section 3.21(d) or Section 4.07(c) of this Agreement
and notice of determination not to refrain from reimbursement of all Nonrecoverable Advances;


 


(iii)         any
Asset Status Report delivered by the Special Servicer pursuant to Section 3.23(e) of this Agreement;


 


(iv)         any
environmental reports delivered by the Special Servicer pursuant to Section 3.10(g) of this Agreement;


 


(v)          any
annual statements as to compliance and related Officer’s Certificates delivered pursuant to Section 10.11 and
Section 10.12 of this Agreement;


 


(vi)         any
annual independent public accountants’ attestation reports delivered pursuant to Section 10.13 of this Agreement;


 






    -270-


     

    

 


(vii)        any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.10 of this Agreement;


 


(viii)       any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving a Rating
Agency Confirmation from any Rating Agency as set forth in the definition of “Rating Agency Confirmation” pursuant
to Section 3.30 of this Agreement;


 


(ix)          copies
of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate
Administrator or Trustee;


 


(x)           any
requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30
of this Agreement;


 


(xi)         any
notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor
Trustee or successor Certificate Administrator pursuant to Section 8.07 or Section 8.08 of this Agreement;


 


(xii)         any
notice of resignation or assignment of the rights of the Master Servicer or the Special Servicer pursuant to Section 6.04
of this Agreement;


 


(xiii)        any
notice of Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.03
of this Agreement;


 


(xiv)       any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09 of this
Agreement;


 


(xv)        any
notice of the merger or consolidation of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer pursuant to Section 6.02 of this Agreement;


 


(xvi)       any
notice of any amendment that modifies the procedures herein relating to Exchange Act Rule 17g-5 pursuant to Section 12.08
of this Agreement;


 


(xvii)      any
notice or other information provided by the Master Servicer pursuant to Section 12.07 of this Agreement;


 


(xviii)     any
summary of oral communication with the Rating Agencies delivered to the 17g-5 Information Provider pursuant to Section 3.14(f)
of this Agreement; provided that the summary of such oral communication shall not attribute which Rating Agency the communication
was with;


 


(xix)        the
Rating Agency Q&A Forum and Document Request Tool; and


 


(xx)         such
information as is delivered to the 17g-5 Information Provider by the Depositor in mutually agreeable electronic format within fifteen
(15) days of the Closing Date.


 






    -271-


     

    


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website
(a link to which shall be provided on the Depositor’s website at www.intralinks.com or such other website as the
Depositor may notify the parties hereto in writing). Information will be posted on the same Business Day of receipt provided that
such information is received by 2:00 p.m. (eastern time) or, if received after 2:00 p.m., on the next Business Day by
12:00 p.m. New York City time. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise
determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not
anything other than what it purports to be or whether such information (other than (solely with respect to the 17g-5 Information
Provider’s obligation to post such information) the information set forth in clauses (i) through (xix) above) is required
to be posted on the 17g-5 Information Provider’s Website pursuant to this Agreement or Rule 17g-5. If any information
is delivered or posted in error, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s Website.
The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual
knowledge of any information only by receipt and posting to the 17g-5 Information Provider’s Website. Access will be provided
by the 17g-5 Information Provider to the Rating Agencies, and to the NRSROs upon receipt of an NRSRO Certification in the form
of Exhibit Z hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access will be provided by the
17g-5 Information Provider on the same Business Day provided such request is made prior to 2:00 p.m., on such Business Day, or,
if received after 2:00 p.m., on the following Business Day. Questions regarding delivery of information to the 17g-5 Information
Provider may be directed to 17g5informationprovider@wellsfargo.com (or such other address as the 17g-5 Information Provider
shall specify by written notice to the other parties hereto).


 


Upon delivery by the Depositor to the
17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information Provider) of
information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing
17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the
Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 3.14(b) The Depositor shall not
be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other information
on the 17g-5 Information Provider’s Website to any designee or other third party.


 


The 17g-5 Information Provider shall
notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information was received
and that it has been posted. The 17g-5 Information Provider shall notify each NRSRO that has provided a NRSRO Certification each
time a document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such document.
The 17g-5 Information Provider shall send such notice to such Persons to the email address that has been provided by and is used
by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if
such general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification
in the form of Exhibit Z hereto.


 






    -272-


     

    

 


The 17g-5
Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where Rating Agencies and NRSROs may (i) submit Inquiries to the Certificate Administrator
relating to the Distribution Date Statement, submit Inquiries to the Master Servicer or the Special Servicer, as applicable,
relating to the reports being made available pursuant to this Section 4.02(d), the Mortgage Loans (other than a
Non-Serviced Mortgage Loan) or the Mortgaged Properties or submit inquiries to the Operating Advisor relating to the
Operating Advisor Annual Reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor
has consultation rights pursuant to Section 3.31, whether or not referenced in such Operating Advisor
Annual Report, (ii) view Inquiries that have been previously submitted and answered, together with the answers thereto
and (iii) submit requests for loan-level reports and information. Upon receipt of an Inquiry for the Certificate
Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall
forward the Inquiry to the Certificate Administrator, Operating Advisor, the Master Servicer or the Special Servicer, as
applicable, and in the case of an inquiry relating to any Non-Serviced Mortgage Loan, to the applicable party under the
related Other Pooling and Servicing Agreement, in each case within a commercially reasonable period following receipt
thereof. Following receipt of an Inquiry or request relating to the subject  matters described in clauses (i) or (iii)
above, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable,
unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Certificate
Administrator, the Operating Advisor, Master Servicer or Special Servicer shall be by email to the 17g-5
Information Provider. The 17g-5 Information Provider shall post (within a commercially reasonable period following
preparation or receipt of such answer, as the case may be) such Inquiry and the related answer (or reports, as applicable) to
the 17g-5 Information Provider’s Website. Any report posted by the 17g-5 Information Provider in response to a request
may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate
Administrator, the Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective sole
discretion, that (i) the question is beyond the scope outlined above, (ii) answering any Inquiry would not be in
the best interests of the Trust and/or the Certificateholders or would be in violation of applicable law, the Servicing
Standard, this Agreement or the applicable Loan Documents, (iii) answering any Inquiry would or is reasonably expected
to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or answering such inquiry is
otherwise not advisable or (iv) (A) answering any Inquiry would materially increase the duties of, or result in
significant additional cost or expense to, the Certificate Administrator, the Operating Advisor, the Master Servicer or the
Special Servicer, as applicable, and (B) the Certificate Administrator, the Operating Advisor, the Master Servicer or
the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of
the Certificate Administrator or the Operating Advisor) that the performance of such duties or the payment of such costs and
expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Operating Advisor, Master
Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Inquiry and, in
the case of the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, shall promptly
notify the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such Inquiry on the Rating Agency
Q&A Forum and Document Request Tool together with a statement that such Inquiry was not


 






    -273-


     

    

 


answered. Answers posted on the Rating Agency Q&A Forum and
Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor,
the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee or any of their respective Affiliates and no such party shall have any responsibility or liability for the content
of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative
or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other
communications between the 17g-5 Information Provider and any Person which are not submitted via the 17g-5 Information Provider’s
Website.


 


In connection with providing access
to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, the Certificate Administrator
and/or the 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Certificate Administrator
and the 17g-5 Information Provider, as the case may be, shall not be liable for the dissemination of information in accordance
with the terms of this Agreement, make no representations or warranties as to the accuracy or completeness of such information
being made available, and assume no responsibility for such information; provided that it is acknowledged and agreed that
the 17g-5 Information Provider shall not be charged with knowledge of any of the contents of such information solely by virtue
of its compliance with its obligations to post such information to the 17g-5 Information Provider’s Website. The 17g-5 Information
Provider shall not be liable for its failure to make any information available to the NRSROs unless such information was delivered
to the 17g-5 Information Provider at the email address set forth herein in an electronic format readable and uploadable (that is
not locked or corrupted) on the 17g-5 Information Provider’s system, with a subject heading of “CD 2016-CD2 Mortgage
Trust, Series 2016-CD2” and sufficient detail to indicate that such information is required to be posted on the 17g-5 Information
Provider’s Website; provided, if such information is not in electronic format readable and uploadable (that is not
locked or corrupted), then the 17g-5 Information Provider shall immediately notify the applicable delivering party thereof, whereupon
such party shall promptly deliver the subject information in such format.


 


The 17g-5 Information Provider shall
not be responsible or have any liability for any act, omission or delay attributable to the failure of any other party to this
Agreement to timely deliver information to be posted on the 17g-5 Information Provider’s Website or for any errors or defects
in the information supplied by any such party.


 


The 17g-5 Information Provider’s
obligations in respect of Rule 17g-5 or any other law or regulation related thereto shall be limited to the specific obligations
contained in this Agreement and the 17g-5 Information Provider makes no representations or warranties as to the compliance of the
Depositor with Rule 17g-5 or any other law or regulation related thereto.


 


With respect to each Non-Serviced Mortgage
Loan, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall provide to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website, promptly upon receipt from a Non-Serviced Mortgage
Loan Service Provider, all reports, statements, documents, notices and other information it receives in respect of such Non-Serviced
Mortgage Loan that such party would otherwise have been required to be submitted to the 17g-5


 






    -274-


     

    

 


Information Provider under this Agreement
for posting had such Non-Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5 Information Provider shall post on the
17g-5 Information Provider’s Website all such information it receives in accordance with this Agreement.


 


(e)          Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
deliver, produce or otherwise make available through its website or otherwise, any additional information identified in Section 3.14(d)
of this Agreement relating to the Mortgage Loans or Whole Loans, the Mortgaged Properties or the related Borrowers, for review
by the Depositor, the Underwriters, the Initial Purchasers and any other Persons who deliver an Investor Certification in accordance
with this Section 3.14, the related Serviced Companion Loan Noteholder (if any), the Directing Holder and the Rating
Agencies (collectively, the “Disclosure Parties”) (only to the extent such additional information is simultaneously
or previously delivered to the 17g-5 Information Provider in accordance with the provisions of Section 3.14(d) of this
Agreement, who shall post such additional information on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.14(d) of this Agreement), in each case, except to the extent doing so is prohibited by this
Agreement, applicable law or by the related Loan Documents. Each of the Master Servicer and the Special Servicer shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or
(ii) require that the recipient of such information (A) except for the Depositor, enter into an Investor Certification
or other confidentiality agreement acceptable to the Master Servicer or the Special Servicer, as the case may be, and (B) acknowledge
that the Master Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party.
In addition, to the extent access to such information is provided via the Master Servicer’s or the Special Servicer’s
website, the Master Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary
disclaimer and/or an additional or alternative agreement as to the confidential nature of such information. In connection with
providing access to or copies of the information described in this Section 3.14(e) to current or prospective Certificateholders
the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in
the case of a Certificateholder (or a licensed or registered investment advisor acting on behalf of such Certificateholder), an
Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep
such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal
counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest
therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and
agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests
therein (or a licensed or registered investment advisor acting on behalf of such prospective purchaser), an Investor Certification
indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information
for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further
dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators).
In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the
Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 






    -275-


     

    

  


Neither the Master Servicer nor the
Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation
of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability
for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.14
unless (i) the Master Servicer or Special Servicer, as applicable, is the original source for such information and (ii) such
failure to deliver complete and accurate information is by reason of such party’s willful misconduct, bad faith, fraud and/or
negligence.


 


In connection with the delivery by
the Master Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any information, report, notice
or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master
Servicer or the Special Servicer, as applicable, of when such information, report, notice or document has been posted to the 17g-5
Information Provider’s Website. The Master Servicer or the Special Servicer, as applicable, may, but is not obligated to,
send such information report, notice or other document to the applicable Rating Agency or Rating Agencies following the earlier
of (a) receipt of notification from the 17g-5 Information Provider that such information, report, notice or other document has
been posted to the Rule 17g-5 Information Provider’s Website and (b) 12:00 p.m. on the first Business Day following the date
the Master Servicer or the Special Servicer, as applicable, has provided such information, report, notice or other document to
the 17g-5 Information Provider.


 


(f)           The
Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee shall be permitted (but shall not be required) to orally communicate with the Rating Agencies regarding any Mortgage
Loan, Serviced Whole Loan, any Certificateholder, any Serviced Companion Loan Noteholder, any Mortgaged Property or any REO Property;
provided that such party summarizes the information provided to the Rating Agencies in such communication and provides the
17g-5 Information Provider and the related Other 17g-5 Information Provider (if any) with such summary in accordance with the procedures
set forth in Section 3.14(d) of this Agreement the same day such communication takes place; provided that the
summary of such oral communications shall not attribute which Rating Agency the communication was with. The 17g-5 Information Provider
shall post such summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.14(d)
of this Agreement.


 


(g)          None
of the foregoing restrictions in this Section 3.14 or otherwise in this Agreement shall prohibit or restrict oral or
written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval
of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a
commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master
Servicer’s, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer’s, as applicable, servicing operations
in general; provided, that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special


 






    -276-


     

    

 


Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans to any Rating Agency
or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Borrower, property and other
deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and
has been uploaded on to the 17g-5 Information Provider’s Website or the Master Servicer or Special Servicer, as applicable, has
in fact provided such information to such Rating Agency in accordance with Section 3.14(e); or (z) the Rating Agency
confirms in writing that it does not intend to use such information in undertaking credit rating surveillance with respect to the
Certificates; provided, however, that the Rating Agencies may use information delivered under this clause (z) for
any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement or any other
confidentiality agreement to which such Rating Agency is subject) or comprised of information collected by the applicable Rating
Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they have
access to) other than pursuant to this Section 3.14(g).


 


(h)          The
costs and expenses of compliance with this Section 3.14 by the Depositor, the Master Servicer, the Special Servicer,
the Trustee and any other party hereto shall not be Additional Trust Fund Expenses.


 


Section 3.15 Title
and Management of REO Properties and REO Accounts. (a) If title to any Mortgaged Property (other than with respect to a
Non-Serviced Mortgage Loan) is acquired for the benefit of Certificateholders (and, in the case of the Serviced Whole Loans,
the related Serviced Companion Loan Noteholders) in foreclosure, by deed in lieu of foreclosure or upon abandonment or
reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Trust where permitted by
applicable law or regulation and consistent with customary servicing procedures, and otherwise in the name of the Trustee, or
its nominee (which shall not include the Master Servicer), or a separate Trustee or co-Trustee, on behalf of the Trust Fund
(and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders). The Special Servicer, on
behalf of the Trust Fund (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders),
shall dispose of any Serviced REO Property prior to the close of the third calendar year following the year in which the
Trust Fund acquires ownership of such Serviced REO Property for purposes of Section 860G(a)(8) of the Code, unless
(i) the Special Servicer on behalf of the Lower-Tier REMIC has applied for an extension of such period pursuant to
Sections 856(e)(3) and 860G(a)(8)(A) of the Code, in which case the Special Servicer shall sell such Serviced REO
Property within the applicable extension period or if the Special Servicer has applied for extension as provided in this clause (i) but
such request has not yet been granted or denied, the additional time specified in such request, or (ii) the Special
Servicer seeks and subsequently receives an Opinion of Counsel (which opinion shall be an expense of the Trust Fund and, in
the case of a Serviced Whole Loan, such expenses shall be allocated in accordance with the allocation provisions set forth in
the related Intercreditor Agreement), addressed to the Special Servicer, the Certificate Administrator and the Trustee, to
the effect that the holding by the Trust Fund of such Serviced REO Property for an additional specified period will not cause
such Serviced REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of
Section 860D(a) of the Code) at any time that any Certificate is outstanding, in


 






    -277-


     

    

 


which event such period shall be
extended by such additional specified period subject to any conditions set forth in such Opinion of Counsel. The Special
Servicer, on behalf of the Trust Fund (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan
Noteholders), shall dispose of any Serviced REO Property held by the Trust Fund prior to the last day of such period (taking
into account extensions) by which such Serviced REO Property is required to be disposed of pursuant to the provisions of the
immediately preceding sentence in a manner provided under Section 3.16 hereof. In the case of the Trust
Fund’s beneficial interest in any REO Property acquired by the Other Trustee pursuant to an Other Pooling and Servicing
Agreement, the Special Servicer shall coordinate with the Other Special Servicer with respect to any REO extension on behalf
of the Trust Fund. The Special Servicer shall manage, conserve, protect and operate each Serviced REO Property for the
Certificateholders (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders) solely for
the purpose of its prompt disposition and sale in a manner which does not cause such Serviced REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to
the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the operation or
sale of such property does not result in receipt by the Trust Fund of any income from non-permitted assets as described
in Section 860F(a)(2)(B) of the Code with respect to such property.


 


(b)          The
Special Servicer shall have full power and authority, subject only to the Servicing Standard and the specific requirements and
prohibitions of this Agreement, to do any and all things in connection with any Serviced REO Property as are consistent with the
manner in which the Special Servicer manages and operates similar property owned or managed by the Special Servicer or any of its
Affiliates, all on such terms and for such period as the Special Servicer deems to be in the best interests of Certificateholders
and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders and, in connection therewith, the
Special Servicer shall agree to the payment of management fees that are consistent with general market standards. Consistent with
the foregoing, the Special Servicer shall cause or permit to be earned with respect to such Serviced REO Property any “net
income from foreclosure property,” within the meaning of Section 860G(c) of the Code, which is subject to tax under
the REMIC Provisions, only if it has determined, and has so advised the Trustee and the Certificate Administrator in writing, that
the earning of such income on a net after-tax basis could reasonably be expected to result in a greater recovery on behalf of Certificateholders
(and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders) than an alternative method of operation
or rental of such Serviced REO Property that would not be subject to such a tax.


 


The Special Servicer shall segregate
and hold all revenues received by it with respect to any Serviced REO Property separate and apart from its own funds and general
assets and shall establish and maintain with respect to any Serviced REO Property a segregated custodial account (each, an “REO
Account”), each of which shall be an Eligible Account and shall be entitled “KeyBank National Association, as Special
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of CD 2016-CD2 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2 and the related Serviced Companion Loan Noteholders REO Account,”
to be held for the benefit of the Certificateholders and the related Serviced Companion Loan Noteholders. The Special Servicer
shall be entitled to withdraw for its account any interest or investment income earned on funds


 






    -278-


     

    

 


deposited in an REO Account to
the extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause to be deposited
REO Proceeds in the REO Account or the applicable Serviced Whole Loan REO Account within two Business Days after receipt of such
properly identified and available REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management
and maintenance of such Serviced REO Property and for other Property Protection Expenses with respect to such Serviced REO Property,
including:


 


(i)        
  all insurance premiums due and payable in respect of any Serviced REO Property;


 


(ii)          all
real estate taxes and assessments in respect of any Serviced REO Property that may result in the imposition of a lien thereon;


 


(iii)         all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any Serviced REO Property
including, if applicable, the payments of any ground rents in respect of such Serviced REO Property; and


 


(iv)      
  any taxes imposed on the Lower-Tier REMIC, as applicable, in respect of net income from foreclosure property in
accordance with Section 4.05, and with respect to a Serviced Whole Loan, such expenses shall be allocated pro
rata to the Mortgage Loan and any related Serviced Companion Loans based on each loan’s unpaid principal balance
and only to the extent any such Serviced Companion Loan is included in a REMIC.


 


To the extent that such REO Proceeds
are insufficient for the purposes set forth in clauses (i) through (iii) above, the Master Servicer shall make such Advance
unless the Master Servicer or the Special Servicer determines, in accordance with the Servicing Standard, that such Servicing Advance
would constitute a Nonrecoverable Advance (provided that with respect to advancing insurance premiums or delinquent tax
assessments the Master Servicer shall comply with the provisions of the second to last paragraph in Section 3.21(d)
of this Agreement) and if the Master Servicer does not make any such Advance, the Trustee, to the extent the Trustee has actual
knowledge of the Master Servicer’s failure to make such Advance, shall make such Advance, unless in each case, the Master
Servicer, the Special Servicer or the Trustee, as applicable, determines that such Advance would be a Nonrecoverable Advance. The
Trustee shall be entitled to rely, conclusively, on any determination by the Special Servicer or the Master Servicer, as applicable,
that an Advance, if made, would be a Nonrecoverable Advance, and in the case of such determination by the Special Servicer, shall
be bound by such determination. The Trustee, when making an independent determination whether or not a proposed Advance would be
a Nonrecoverable Advance, shall use its good faith business judgment. The Master Servicer or the Trustee, as applicable, shall
be entitled to reimbursement of such Advances (with interest at the Reimbursement Rate) made pursuant to the preceding sentence,
to the extent permitted by Section 3.06 of this Agreement. The Special Servicer shall withdraw from each REO Account
or Serviced Whole Loan REO Account, as applicable, and remit to the Master Servicer for deposit into the Collection Account or
the applicable Serviced Whole Loan Collection Account, as applicable, on a monthly basis on the later of the date that is (x) on
or prior to the related Determination Date or (y) two (2) Business Days after such amounts are received and properly identified
and determined to be available, the Net REO Proceeds received or collected from each Serviced REO Property, except that in determining
the amount of such


 






    -279-


     

    

 


Net REO Proceeds, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements
and necessary capital improvements and other related expenses.


 


Notwithstanding the foregoing, the
Special Servicer shall not:


 


(i)      
    permit any New Lease to be entered into, renewed or extended, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)          permit
any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;


 


(iii)         authorize
or permit any construction on any Serviced REO Property, other than the repair or maintenance thereof or the completion of a building
or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement
was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of
the Code; or


 


(iv)         Directly
Operate or allow any Person to Directly Operate any Serviced REO Property on any date more than 90 days after its date of
acquisition by the Trust Fund, unless such Person is an Independent Contractor;


 


unless, in any such case, the Special Servicer has requested
and received an Opinion of Counsel addressed to the Special Servicer, the Certificate Administrator and the Trustee (which opinion
shall be an expense of the Trust Fund and, in the case of a Serviced Whole Loan with a Serviced Companion Loan, such expense shall
be allocated in accordance with the allocation provisions of the related Intercreditor Agreement) to the effect that such action
will not cause such Serviced REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) at any
time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion
of Counsel.


 


The Special Servicer shall be required
to contract with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund (and, in the case
of the Serviced Whole Loans, such expense shall be allocated in accordance with the allocation provisions of the related Intercreditor
Agreement) and payable out of REO Proceeds, for the operation and management of any Serviced REO Property, within 90 days
of the Trust Fund’s acquisition thereof (unless the Special Servicer shall have provided the Trustee and the Certificate
Administrator with an Opinion of Counsel that the operation and management of any Serviced REO Property other than through an Independent
Contractor shall not cause such Serviced REO Property to fail to qualify as “foreclosure property” within the meaning
of Section 860G(a)(8) of the Code) (which opinion shall be an expense of the Trust Fund, and in the case of a Serviced Whole
Loan, such expense shall be allocated in accordance with the allocation provisions of the related Intercreditor Agreement), provided
that:


 


(i) 
         the terms and conditions of any such contract shall be reasonable and
customary for the area and type of property and shall not be inconsistent herewith;


 






    -280-


     

    

 


(ii)          any
such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred
in connection with the operation and management of such Serviced REO Property, including those listed above, and remit all related
revenues (net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than 30 days
following the receipt thereof by such Independent Contractor;


 


(iii)   
     none of the provisions of this Section 3.15(b) relating to any such contract or to
actions taken through any such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties
and obligations to the Trust Fund, the Trustee on behalf of the Certificateholders and, in the case of a Serviced Whole Loan,
the related Companion Loan Noteholders, with respect to the operation and management of any such Serviced REO Property;
and


 


(iv)   
     the Special Servicer shall be obligated with respect thereto to the same extent as if it alone
were performing all duties and obligations in connection with the operation and management of such Serviced REO Property.


 


The Special Servicer shall be entitled
to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder
for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.


 


(c)          Promptly
following any acquisition by the Special Servicer of a Serviced REO Property on behalf of the Trust Fund, the Special Servicer
shall notify the Master Servicer thereof, and, upon delivery of such notice, the Special Servicer shall obtain an Updated Valuation
thereof, but only if any Updated Valuation with respect thereto is more than 9 months old and the Special Servicer has no actual
knowledge of any material adverse change in circumstances that, consistent with the Servicing Standard, would call into question
the validity of such Updated Valuation, in order to determine the fair market value of such Serviced REO Property and shall notify
the Depositor and the Master Servicer and with respect to a Serviced Whole Loan, the holder of the related Companion Loan, if any,
and of the results of such Updated Valuation. Any such Updated Appraisal shall be conducted in accordance with Appraisal Institute
standards and the cost thereof shall be an expense of the Trust Fund and allocated to the Regular Interests (other than the Class
X Regular Interests) in the following order, in each case until the Certificate Balance of such Regular Interest is reduced to
zero: first, to the Class G Regular Interest; second, to the Class F Regular Interest; third, to the Class
E Regular Interest; fourth, to the Class D Regular Interest; fifth, to the Class C Regular Interest; sixth,
to the Class B Regular Interest; seventh, to the Class A-M Regular Interest; and then to Class A-1, Class A-2,
Class A-SB, Class A-3 and Class A-4 Regular Interest, pro rata based on their respective Certificate Balances. In the
case of any Serviced Pari Passu Whole Loan such expenses shall be allocated in accordance
with the allocation provisions set forth in the related Intercreditor Agreement. The Special Servicer shall obtain a new Updated
Valuation or a letter update every 9 months thereafter until the Serviced REO Property is sold.


 


(d)          When
and as necessary, the Special Servicer shall send to the Certificate Administrator a statement prepared by the Special Servicer
setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation


 






    -281-


     

    

 


and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt
of any other amount not constituting Rents from Real Property in respect of, any Serviced REO Property in accordance with Sections 3.15(a)
and 3.15(b) of this Agreement.


 


(e)          Upon
the disposition of any Serviced REO Property in accordance with this Section 3.15, the Special Servicer shall calculate
the Gain-on-Sale Proceeds allocable to a Mortgage Loan or the applicable Serviced Whole Loan, if any, realized in connection with
such sale.


 


Section 3.16 Sale of
Specially Serviced Loans and REO Properties. (a) The parties hereto may sell or purchase, or permit the sale or
purchase of, a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan only on the terms and subject
to the conditions set forth in this Section 3.16 or as otherwise expressly provided in or contemplated by Section 2.03(e)
and Section 9.01 of this Agreement or in an applicable Intercreditor Agreement.


 


(b)          If
the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders
and, in the case of a Serviced Whole Loan, the Certificateholders and the related Serviced Companion Loan Noteholders (as a collective
whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with
respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the subordinate nature
of such Serviced Subordinate Companion Loan) to attempt to sell a Defaulted Loan (other than any Non-Serviced Mortgage Loan) and
any related Serviced Companion Loan, the Special Servicer shall use reasonable efforts to solicit offers for each such Defaulted
Loan on behalf of the Certificateholders and, if applicable, the related Serviced Companion Loan Noteholders in such manner as
will be reasonably likely to realize a fair price. In the case of a Non-Serviced Mortgage Loan, to the extent that such Non-Serviced
Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the Other Special Servicer for the related Non-Serviced
Whole Loan and, if permitted under the related Intercreditor Agreement, the Special Servicer shall be entitled to sell (with the
consent of the Directing Holder (if no Control Termination Event has occurred and is continuing) and after consulting with the
Risk Retention Consultation Parties pursuant to Section 6.07) such Non-Serviced Mortgage Loan if it determines in accordance
with the Servicing Standard that such action would be in the best interests of the Certificateholders (and shall be entitled to
a Liquidation Fee in connection with such sale). The Special Servicer shall accept the first cash offer received from any Person
that constitutes a fair price for such Defaulted Loan. Subject to Section 3.16(k), if the Special Servicer receives more
than one cash offer that constitutes a fair price for such Defaulted Loan during the period designated by the Special Servicer
for receipt of offers, the Special Servicer shall accept the highest price.


 


The Special Servicer shall give the
Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and (other than in respect of any applicable
Excluded Mortgage Loan) the Directing Holder and each Risk Retention Consultation Party not less than ten Business Days’
prior written notice of its intention to sell any such Defaulted Loan, and notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity,


 






    -282-


     

    

 


nor any of its Affiliates may make an offer for or purchase any such Defaulted Loan pursuant
to this Agreement.


 


(c)          Whether
any cash offer constitutes a fair price for such Defaulted Loan, as the case may be, shall be determined by the Special Servicer,
if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested
Person; provided, that no offer from an Interested Person shall constitute a fair price unless (i) if the offer is equal
to or greater than the applicable Purchase Price, then the offer is the highest offer received, or (ii) if the offer is less than
the applicable Purchase Price, then (a) the offer is the highest offer received and (b) at least two other offers are received
from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for
any such Defaulted Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or Updated Appraisal conducted
in accordance with this Agreement within the preceding 9-month period or in the absence of any such Appraisal, on a narrative appraisal
prepared by an Independent MAI appraiser selected by (i) the Special Servicer if the Special Servicer or an Affiliate of the Special
Servicer is not making an offer with respect to such Defaulted Loan, (ii) by the Master Servicer if the Special Servicer is making
such an offer unless the Master Servicer and Special Servicer are Affiliates or (iii) the Operating Advisor if the Master Servicer
and Special Servicer are Affiliates and the Special Servicer is making an offer. The cost of any such Updated Appraisal or narrative
appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. In addition, the Trustee shall be permitted to
retain, at the expense of the related Interested Person, an independent third party expert in real estate or commercial mortgage
loan matters with at least 5 years’ experience in valuing or investing in loans similar to the subject Mortgage Loan or Serviced
Whole Loan, as the case may be, that has been selected with reasonable care by the trustee to determine such fair price and will
be permitted to conclusively rely on the opinion of such third party’s determination. Any costs and fees of the Trustee in
connection with an offer by an Interested Person and the Trustee’s duties therewith shall be reimbursable by such Interested
Person.


 


In determining whether any offer from
a Person other than an Interested Person constitutes a fair price for any such Defaulted Loan, the Special Servicer shall take
into account (in addition to the results of any Appraisal, Updated Appraisal or narrative appraisal that it may have obtained pursuant
to this Agreement within the prior 9 months), and in determining whether any offer from an Interested Person constitutes a fair
price for any such Defaulted Loan, any appraiser shall be instructed to take into account, as applicable, among other factors,
the period and amount of the Delinquency on such Defaulted Loan, the period and amount of the occupancy level and physical condition
of the related Mortgaged Property, the state of the local economy in the area where the Mortgaged Property is located, the expected
recovery from such Defaulted Loan if the Special Servicer were to pursue a workout strategy, and the time and expense associated
with a purchaser’s foreclosing on the related Mortgaged Property.


 


In addition, the Special Servicer shall
refer to all other relevant information obtained by it or otherwise contained in the Mortgage File; provided that the Special
Servicer shall take account of any change in circumstances regarding the related Mortgaged Property known to the Special Servicer
that has occurred subsequent to, and that would, in the Special Servicer’s reasonable judgment, materially affect the value
of the related Mortgaged Property reflected in the most recent related Appraisal. Furthermore, the Special Servicer may consider


 






    -283-


     

    

 


available objective third party information obtained from generally available sources, as well as information obtained from vendors
providing real estate services to the Special Servicer, concerning the market for distressed real estate loans and the real estate
market for the subject property type in the area where the related Mortgaged Property is located. The Special Servicer may, to
the extent it is reasonable to do so in accordance with the Servicing Standard, conclusively rely on any opinions or reports of
qualified Independent experts in real estate or commercial mortgage loan matters with at least five years’ experience in
valuing or investing in loans similar to the subject Specially Serviced Loan, selected with reasonable care by the Special Servicer,
in making such determination. All reasonable costs and expenses incurred by the Special Servicer pursuant to this Section 3.16(c)
shall constitute, and be reimbursable as, Servicing Advances. The other parties to this Agreement shall cooperate with all reasonable
requests for information made by the Special Servicer in order to allow the Special Servicer to perform its duties pursuant to
this Section 3.16(c).


 


The Purchase Price (which, in connection
with the administration of a Defaulted Loan related to a Serviced Whole Loan, shall be construed and calculated as if the loans
in such Serviced Whole Loan together constitute a single Mortgage Loan thereunder) for any such Defaulted Loan shall in all cases
be deemed a fair price.


 


(d)          Subject
to subsection (c) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders
and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) in negotiating and taking any other
action necessary or appropriate in connection with the sale of any such Defaulted Loan, and the applicable collection of all amounts
payable in connection therewith. In connection therewith, the Special Servicer may charge for its own account prospective offerors,
and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such amounts into the REO Account the Collection Account
or, in the case of any Serviced Whole Loan, the applicable Serviced Whole Loan Collection Account. Any sale of such Defaulted Loan
shall be final and without recourse to the Trustee or the Trust Fund (except such recourse to the Trust Fund imposed by those representations
and warranties typically given in such transactions, any prorations applied thereto and any customary closing matters), and if
such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the
Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee shall have any
liability to any Certificateholder or Companion Loan Noteholder with respect to the purchase price therefor accepted by the Special
Servicer or the Trustee.


 


(e)          Any
sale of such Defaulted Loan shall be for cash only.


 


(f)           The
parties hereto may sell or purchase, or permit the sale or purchase of, a Serviced REO Property only on the terms and subject to
the conditions set forth in this Section 3.16 or as otherwise expressly provided in an applicable Intercreditor Agreement.


 


(g)          The
Special Servicer shall use reasonable efforts to solicit offers for each Serviced REO Property on behalf of the Certificateholders
and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders in such manner as will be reasonably
likely to realize a fair price within the time period provided for by Section 3.15(a) of this


 






    -284-


     

    

 


Agreement. The Special
Servicer (with the consent of the Directing Holder) shall accept the first cash offer received from any Person that constitutes
a fair price for such Serviced REO Property. Subject to Section 3.16(k), if the Special Servicer receives more than one
cash offer that constitutes a fair price for such Serviced REO Property during the period designated by the Special Servicer for
receipt of offers, the Special Servicer shall accept the highest price. If the Special Servicer determines, in its good faith and
reasonable judgment, that it will be unable to realize a fair price for any Serviced REO Property within the time constraints imposed
by Section 3.15(a) of this Agreement, then the Special Servicer (with the consent of the Directing Holder) shall dispose
of such Serviced REO Property upon such terms and conditions as the Special Servicer shall deem necessary and desirable to maximize
the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash offer, regardless
of from whom received.


 


The Special Servicer shall give the
Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the
Directing Holder, not less than ten Business Days’ prior written notice of its intention to sell any Serviced REO Property,
and notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates
may make an offer for or purchase any Serviced REO Property pursuant to this Agreement.


 


(h)          Whether
any cash offer constitutes a fair price for any Serviced REO Property, as the case may be, shall be determined by the Special Servicer,
if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested
Person; provided, that no offer from an Interested Person shall constitute a fair price unless it is the highest offer
received. In determining whether any offer received from an Interested Person represents a fair price for any such Serviced REO
Property, the Trustee shall be supplied with and shall rely on the most recent appraisal or Updated Appraisal conducted in accordance
with this Agreement within the preceding 9-month period or in the absence of any such appraisal, on a narrative appraisal prepared
by an Independent MAI appraiser selected by the Special Servicer if the Special Servicer or an Affiliate of the Special Servicer
is not making an offer with respect to a Serviced REO Property (or by the Master Servicer if the Special Servicer is making such
an offer). The cost of any such Updated Appraisal or narrative appraisal and any related costs and fees of the Trustee shall be
covered by, and shall be reimbursable as, a Servicing Advance. In determining whether any offer from a Person other than an Interested
Person constitutes a fair price for any such Serviced REO Property, the Special Servicer shall take into account (in addition to
the results of any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within
the prior 9 months), and in determining whether any offer from an Interested Person constitutes a fair price for any such Serviced
REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount
of the occupancy level and physical condition of the Mortgaged Property or Serviced REO Property, the state of the local economy
and the obligation to dispose of any Serviced REO Property within the time period specified in Section 3.15(a) of this
Agreement. The Purchase Price (which, in connection with the administration of a Serviced REO Property related to a Serviced Whole
Loan, shall be construed and calculated as if the loans in such Serviced Whole Loan together constitute a single Mortgage Loan
thereunder) for any Serviced REO Property shall in all cases be deemed a fair price. In addition, the Trustee shall be permitted
to retain, at the expense of the related Interested Person, an independent third party to


 






    -285-


     

    

 


determine such fair price and will be
permitted to conclusively rely on the opinion of such third party’s determination. Any costs and fees of the Trustee in connection
with an offer by an Interested Person and the Trustee’s duties therewith shall be reimbursable by such Interested Person.


 


(i)           Subject
to subsections (g) and (h) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders
and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) in negotiating and taking any other
action necessary or appropriate in connection with the sale of any Serviced REO Property, and the applicable collection of all
amounts payable in connection therewith. In connection therewith, the Special Servicer may charge for its own account prospective
offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, in the
case of any Serviced Whole Loan, the applicable Serviced Whole Loan Collection Account. Any sale of a Serviced REO Property shall
be final and without recourse to the Trustee or the Trust Fund (except such recourse to the Trust Fund imposed by those representations
and warranties typically given in such transactions, any prorations applied thereto and any customary closing matters), and if
such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the
Depositor or the Trustee shall have any liability to any Certificateholder or Serviced Companion Loan Noteholder with respect to
the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(j)           Any
sale of a Serviced REO Property shall be for cash only.


 


(k)          Notwithstanding
any of the foregoing paragraphs of this Section 3.16, the Special Servicer shall not be obligated to accept the highest
cash offer if the Special Servicer determines (in consultation with the Directing Holder (other than with respect to any applicable
Excluded Mortgage Loan or unless a Consultation Termination Event exists), each Risk Retention Consultation Party (other than with
respect to any applicable Excluded Mortgage Loan) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced
Whole Loan, the related Companion Loan Noteholders), in accordance with the Servicing Standard, that rejection of such offer would
be in the best interests of the Certificateholders and, in the case of a sale of a Serviced Whole Loan or an REO Property related
to a Serviced Whole Loan, the related Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable,
Serviced Companion Loan Noteholders constituted a single lender and with respect to any Serviced Whole Loan with a related Subordinate
Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan), and the Special Servicer may accept
a lower cash offer (from any Person other than itself or its Affiliate) if it determines, in its reasonable and good faith judgment,
that acceptance of such offer would be in the best interests of the Certificateholders (for example, if the prospective buyer making
the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer making the lower offer
are more favorable) and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective
whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender) (and with
respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such
Subordinate Companion Loan).


 






    -286-


     

    

 


(l)           With
respect to each defaulted Serviced Companion Loan, the Special Servicer shall sell such defaulted Serviced Companion Loan together
with the related Mortgage Loan pursuant to the terms of the related Intercreditor Agreement and this Agreement as if such Mortgage
Loan and Serviced Companion Loans were one whole loan on behalf of the Certificateholders and the related Serviced Companion Loan
Noteholders. The Special Servicer shall provide notice and other information required under the related Intercreditor Agreement
to the applicable Other Special Servicer as soon as practicable following its decision to attempt to sell, and prior to commencement
or marketing of, any Serviced Companion Loan. With respect to Serviced Whole Loans, the Special Servicer shall be required to obtain
the consent of any holder of a related Serviced Companion Loan prior to a sale of such Serviced Whole Loan, unless (i) such holder
is the related Borrower or an Affiliate or agent of the related Borrower or (ii) the Special Servicer delivers to such holders
of the related Serviced Companion Loans: (A) at least fifteen (15) Business Days’ prior written notice of any decision to
attempt to sell the related Serviced Whole Loan; (B) at least ten (10) days prior to the proposed sale date, a copy of each bid
package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any such
proposed sale; (C) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced
Whole Loan, and any documents in the servicing file reasonably requested by the holders of the applicable Serviced Companion Loans
that are material to the sale price of such Serviced Whole Loan; and (D) until the sale is completed, and a reasonable period of
time (but not less time than is afforded to other offerors, the Directing Holder and the Risk Retention Consultation Parties) prior
to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by the Special Servicer in connection with the proposed sale. The holders of the Serviced Companion Loans (or,
in any case, their respective representatives) shall be permitted to submit an offer at any sale of such related Serviced Whole
Loan; however, the related Borrower and its agents and Affiliates shall not be permitted to submit an offer at such sale.


 


(m)         With
respect to the Servicing Shift Mortgage Loan, if the Servicing Shift Mortgage Loan becomes a Defaulted Loan, the Special Servicer
(or, on or after the applicable Servicing Shift Securitization Date, the Other Special Servicer under the Other Pooling and Servicing
Agreement related Servicing Shift Mortgage Loan) will be required to sell such Mortgage Loan together with the related Companion
Loans as notes evidencing one whole loan, in accordance with the provisions of the related Intercreditor Agreement and this Agreement
or the related Other Pooling and Servicing Agreement, as the case may be.


 


Section 3.17 Additional
Obligations of the Master Servicer and the Special Servicer; Inspections. (a) The Master Servicer (at its own expense)
(or, with respect to Specially Serviced Loans and Serviced REO Properties, the Special Servicer) shall inspect or cause to be
inspected each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) that it is servicing at
such times and in such manner as is consistent with the Servicing Standard, but in any event shall inspect each Mortgaged
Property with a Stated Principal Balance (or in the case of a Mortgage Loan secured by more than one Mortgaged Property,
having an Allocated Loan Amount) of (A) $2,000,000 or more at least once every 12 months and (B) less than
$2,000,000 at least once every 24 months (in the case of each of clauses (A) and (B), commencing in 2018), (or,
in each case, at such decreased frequency as each Rating Agency shall have provided a Rating Agency Confirmation relating to
the Certificates and


 






    -287-


     

    

 


Serviced Companion Loan Securities, if any); provided, that if a physical inspection has been
performed by the Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material
change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform or cause
to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than
sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the
related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually
thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The reasonable cost of each such inspection
performed in accordance with the Servicing Standard by the Special Servicer shall be paid by the Master Servicer as a
Servicing Advance; provided, that if such Advance would be a Nonrecoverable Advance, then the cost of such inspections
shall be an expense of the Trust payable out of general collections. With respect to a Serviced Whole Loan, the costs
described in the preceding sentence above that relate to the applicable Serviced Whole Loan shall be paid out of amounts on
deposit in the Serviced Whole Loan Collection Account related to such Serviced Whole Loan (allocated in accordance with the
expense allocation provision of the related Intercreditor Agreement). If funds in the applicable Serviced Whole
Loan Collection Account relating to a Serviced Whole Loan are insufficient, then any deficiency shall be paid from amounts on
deposit in the Collection Account; provided that the Master Servicer shall, after receiving payment from amounts on
deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to
obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the
related Companion Loan Noteholders. The Master Servicer or the Special Servicer, as applicable, shall prepare a written
report of the inspection describing, among other things, the condition of and any damage to the Mortgaged Property securing a
Mortgage Loan that it is servicing and specifying the existence of any material vacancies in such Mortgaged Property, any
sale, transfer or abandonment of such Mortgaged Property of which it has actual knowledge, any material adverse change in the
condition of the Mortgaged Property, or any visible material waste committed on applicable Mortgaged Property. The Master
Servicer or Special Servicer, as applicable, shall send such reports to the 17g-5 Information Provider (who shall promptly
post such reports to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this
Agreement), the related Other 17g-5 Information Provider (if any) and, upon request, to the Underwriters and the Initial
Purchasers within 35 days of completion and receipt (by the Master Servicer or Special Servicer, as applicable, or, if
earlier, any sub-servicer on their behalf) of the inspection report, each inspection report.


 


(b)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable, the Master Servicer
(or the Special Servicer, in the case of a Specially Serviced Loan) shall exercise the Trustee’s rights, in accordance with
the Servicing Standard, with respect to the Manager under the related Loan Documents and Management Agreement, if any.


 


(c)          The
Master Servicer shall deliver all Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated
to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account
on each Master Servicer Remittance Date, without any right of


 






    -288-


     

    

 


reimbursement therefor. The Master Servicer shall deliver the portion
of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the holder of the Serviced Companion
Loan on each Master Servicer Remittance Date, without any right of reimbursement therefor.


 


(d)          The
Master Servicer shall, as to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is secured
by the interest of the related Borrower under a ground lease (or, with respect to a leasehold interest that is a space lease or
an air rights lease, such space lease or air rights lease), promptly (and in any event within 60 days) after the Closing Date
notify the related ground lessor of the transfer of such Mortgage Loan or Serviced Whole Loan to the Trust pursuant to this Agreement
and inform such ground lessor that any notices of default under the related ground lease (or, with respect to a leasehold interest
that is a space lease or an air rights lease, the related space lease or air rights lease) should thereafter be forwarded to the
Master Servicer.


 


(e)          The
Master Servicer shall, to the extent consistent with the Servicing Standard and permitted by the related Loan Documents, not apply
any funds with respect to a Mortgage Loan or Serviced Whole Loan (whether arising in the form of a holdback, earnout reserve, cash
trap or other similar feature) to the prepayment of the related Mortgage Loan or Serviced Whole Loan prior to an event of default
or reasonably foreseeable event of default with respect to such Mortgage Loan or Serviced Whole Loan. Prior to an event of default
or reasonably foreseeable event of default any such amounts described in the immediately preceding sentence shall be held by the
Master Servicer as additional collateral for the related Mortgage Loan or Serviced Whole Loan.


 


Section 3.18 Authenticating
Agent.  The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate Certificates. The Authenticating
Agent must be acceptable to the Depositor and must be a corporation organized and doing business under the laws of the United
States of America or any state, having a principal office and place of business in a state and city acceptable to the Depositor,
having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to
supervision or examination by federal or state authorities. The Certificate Administrator shall serve as the initial Authenticating
Agent.


 


Any corporation into which the Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Authenticating Agent shall be party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any paper or any further act
on the part of the Certificate Administrator or the Authenticating Agent.


 


The Authenticating Agent may at any
time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator, the
Trustee, the Depositor and the Master Servicer. The Certificate Administrator may at any time terminate the agency of the Authenticating
Agent by giving written notice of termination to the Authenticating Agent, the Depositor and the Master Servicer. Upon receiving
a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 3.18, the Certificate Administrator may appoint a


 






    -289-


     

    

 


successor Authenticating
Agent, which shall be acceptable to the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities
of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section 3.18.


 


The Authenticating Agent shall have
no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator. Any compensation
paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator, as applicable.


 


Section 3.19 Appointment
of Custodians.  The Certificate Administrator shall be the initial Custodian hereunder. The Certificate Administrator may appoint
one or more additional Custodians to hold all or a portion of the Mortgage Files on behalf of the Trustee and otherwise perform
the duties set forth in Article II, by entering into a Custodial Agreement with any Custodian who is not the Depositor.
The Certificate Administrator agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders. The Certificate Administrator shall not be liable for
any act or omission of the Custodian under the Custodial Agreement. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and surplus of at least $10,000,000, shall have a long-term
debt rating of at least “Baa2” from Moody’s, “BBB” from Fitch and an equivalent rating from KBRA
if rated by KBRA. Each Custodial Agreement may be amended only as provided in Section 12.08 of this Agreement. Any compensation
paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. If the Custodian is an entity other
than the Certificate Administrator, the Custodian shall maintain a fidelity bond in the form and amount that are customary for
securitizations similar to the securitization evidenced by this Agreement. The Custodian shall be deemed to have complied with
this provision if one of its Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage
afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement
a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection
with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced
by this Agreement. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 3.19
shall be issued by a Qualified Insurer.


 


Section 3.20 Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts and Reserve Accounts.  The Master Servicer shall administer each Lock-Box Account,
Cash Collateral Account, Escrow Account and Reserve Account in accordance with the related Mortgage or Loan Agreement, Cash Collateral
Account Agreement or Lock-Box Agreement, if any relating to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loans it is servicing.


 


Section 3.21 Servicing
Advances.  (a) The Master Servicer (or, to the extent provided in Section 3.21(c) of this Agreement, the Trustee)
to the extent specifically provided for in this Agreement, shall make any Servicing Advances as and to the extent otherwise required
pursuant to the terms hereof with respect to the Mortgage Loans (other than Non-Serviced


 






    -290-


     

    

 


Mortgage Loans) or Serviced Whole Loans that it is servicing. For purposes of distributions
to Certificateholders and compensation to the Master Servicer, the Special Servicer or the Trustee, Servicing Advances shall not
be considered to increase the Stated Principal Balance of any such Mortgage Loan or Serviced Whole Loan, notwithstanding that the
terms of such Mortgage Loan or Serviced Whole Loans so provide.


 


(b)          Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall give the Master Servicer not less than five Business Days’
written notice with respect to any Servicing Advance to be made on any Specially Serviced Loan, before the date on which the Master
Servicer is required to make such Servicing Advance with respect to such Specially Serviced Loan or Serviced REO Loan; provided,
that the Special Servicer shall be required to provide the Master Servicer with only two Business Days’ written notice in
respect of Servicing Advances required to be made on an urgent or emergency basis (which may include, without limitation, Servicing
Advances required to make tax or insurance payments). If the Master Servicer or the Trustee makes a Servicing Advance with respect
to any Serviced Whole Loan then it shall provide written notice to the related Other Servicer, Other Special Servicer and Other
Trustee of the amount of such Servicing Advance with respect to such Serviced Whole Loan as part of its monthly report following
the making of such Servicing Advance.


 


(c)          The
Master Servicer shall notify the Trustee and the Certificate Administrator in writing promptly upon, and in any event within one
Business Day after, becoming aware that it will be unable to make any Servicing Advance required to be made pursuant to the terms
hereof, and in connection therewith, shall set forth in such notice the amount of such Servicing Advance, the Person to whom it
is to be paid, and the circumstances and purpose of such Servicing Advance, and shall set forth therein information and instructions
for the payment of such Servicing Advance, and, on the date specified in such notice for the payment of such Servicing Advance,
or, if the date for payment has passed or if no such date is specified, then within five Business Days following such notice, the
Trustee, subject to the provisions of Section 3.21(d) of this Agreement, shall pay the amount of such Servicing Advance
in accordance with such information and instructions.


 


(d)          The
Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information in its possession
regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances may reasonably request
for purposes of making recoverability determinations. Notwithstanding anything to the contrary in this Agreement, the Special Servicer
shall have no obligation to make an affirmative determination that any Advance is, or would be, a Nonrecoverable Advance, and in
the absence of a determination by the Special Servicer that such an Advance is a Nonrecoverable Advance, then all such decisions
shall remain with the Master Servicer or Trustee, as applicable.


 


Notwithstanding anything herein to
the contrary, no Servicing Advance shall be required hereunder if the Person otherwise required to make such Servicing Advance
determines that such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, neither the
Master Servicer nor the Trustee shall make any Servicing Advance to the extent that it has received written notice that the Special
Servicer has determined that such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In making such
recoverability determination, such Person will be entitled to (i) give due regard to the


 






    -291-


     

    

 


existence of any Nonrecoverable Advance
or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the recovery of which, at the time of such consideration,
is being deferred or delayed by the Master Servicer or the Trustee, as applicable, in light of the fact that proceeds on the related
Mortgage Loan (or the related Serviced Whole Loan, as applicable) are a source of recovery not only for the Servicing Advance under
consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amount
which is being or may be deferred or delayed and (ii) consider (among other things) the obligations of the Borrower under
the terms of the related Mortgage Loan (or the related Serviced Whole Loan, as applicable) as it may have been modified, (iii) consider
(among other things) the related Mortgaged Properties in their “as is” or then current conditions and occupancies,
as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the
Special Servicer) regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (iv) estimate
and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) (among other things)
future expenses and (v) estimate and consider (among other things) the timing of recoveries.


 


The Master Servicer, the Special Servicer
and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior Servicing Advances for purposes of nonrecoverability
determinations as if such Unliquidated Advances were unreimbursed Servicing Advances. If an Appraisal of the related Mortgaged
Property shall not have been obtained within the prior 9 month period (and the Master Servicer and the Trustee shall each request
any such appraisal from the Special Servicer prior to ordering an Appraisal pursuant to this sentence) or if such an Appraisal
shall have been obtained but as a result of unforeseen occurrences, such Appraisal does not, in the good faith determination of
the Master Servicer, the Special Servicer or the Trustee, reflect current market conditions, and the Master Servicer or the Trustee,
as applicable, and the Special Servicer cannot agree on the appropriate downward adjustment to such Appraisal, the Master Servicer,
the Special Servicer or the Trustee, as the case may be, may, subject to its reasonable and good faith determination that such
Appraisal will demonstrate the nonrecoverability of the related Advance, obtain an Appraisal for such purpose at the expense of
the Trust Fund (and, in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation
provisions of the related Intercreditor Agreement).


 


Any determination by the Master Servicer,
Special Servicer or the Trustee that the Master Servicer or Trustee, as the case may be, has made a Servicing Advance that is a
Nonrecoverable Servicing Advance or any determination by the Master Servicer, the Special Servicer or the Trustee that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance shall be evidenced in the case of the Master Servicer
or the Special Servicer by a certificate of a Servicing Officer delivered to the other, to the Trustee, the Directing Holder (but
only if no Consultation Termination Event has occurred and is continuing), the Operating Advisor, the Certificate Administrator,
any related Companion Loan holder(s) and the Depositor and, in the case of the Trustee, by a certificate of a Responsible Officer
of the Trustee, delivered to the Depositor, the Directing Holder (but only if no Consultation Termination Event has occurred and
is continuing), the Operating Advisor, the Certificate Administrator, any related Companion Loan holder(s), the Master Servicer
and the Special Servicer, which in each case sets forth such nonrecoverability determination and the considerations of the Master
Servicer, the Special Servicer or the Trustee, as applicable, forming


 






    -292-


     

    

 


the basis of such determination (such certificate accompanied
by, to the extent available, income and expense statements, rent rolls, occupancy status, property inspections and other information
used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination, together with any
existing Appraisal or any Updated Appraisal); provided, that the Special Servicer may, at its option, make a determination
in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is nonrecoverable
and shall deliver to the Master Servicer, the Certificate Administrator, the Directing Holder (but only if no Consultation Termination
Event has occurred and is continuing), the Operating Advisor, the Trustee, the related Serviced Companion Loan Noteholder (if any)
and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant
to Section 3.14(d) of this Agreement), notice of such determination. Any such determination may be relied upon by but
shall not be binding on the Master Servicer, the Special Servicer and the Trustee. Any such determination by the Special Servicer
may be relied upon and shall be binding on the Master Servicer and the Trustee. Notwithstanding the foregoing, the Special Servicer
shall have no obligation to make an affirmative determination that any Advance is, or would be, a Nonrecoverable Advance, and in
the absence of a determination by the Special Servicer that such an Advance is a Nonrecoverable Advance, then all such decisions
shall remain with the Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination that only a
portion, and not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer
and the Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously
made or proposed Servicing Advance is a Nonrecoverable Servicing Advance.


 


Any such Person may update or change
its recoverability determinations at any time (but not reverse any other Person’s determination or prohibit any such other
authorized Person from making a determination, that a Servicing Advance is a Nonrecoverable Advance) and (consistent with the Servicing
Standard in the case of the Master Servicer or the Special Servicer) may obtain, at the expense of the Trust (and, in the case
of a Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related Intercreditor
Agreement), any analysis, Appraisals or market value estimates or other information for such purposes. Absent bad faith, any such
determination as to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders and the
Serviced Companion Loan Noteholders.


 


The Trustee, in determining whether
or not a Servicing Advance previously made is, or a proposed Servicing Advance, if made, would be, a Nonrecoverable Servicing Advance
shall use its reasonable judgment.


 


With respect to the payment of insurance
premiums and delinquent tax assessments, in the event that the Master Servicer determines that a Servicing Advance of such amounts
would constitute a Nonrecoverable Advance, the Master Servicer shall deliver notice of such determination to the Trustee, the Certificate
Administrator and the Special Servicer. Upon receipt of such notice, the Master Servicer (with respect to any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is a Performing Loan) and the Special Servicer (with respect to
any Specially Serviced Loan or REO Property) shall determine (with the reasonable assistance of the Master Servicer) whether the
payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests


 






    -293-


     

    

 


of the Certificateholders and, in the case of any Serviced Companion Loans, the related Serviced Companion Loan Noteholders (as
a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender
(and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature
of such Subordinate Companion Loan)). If the Master Servicer or the Special Servicer determines that the payment of such amount
(i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders
and, in the case of any Serviced Companion Loan, the related Serviced Companion Loan Noteholder, the Special Servicer (in the case
of a determination by the Special Servicer) shall direct the Master Servicer in writing to make such payment and the Master Servicer
shall make such payment, to the extent of available funds, from amounts in the Collection Account or, if a Serviced Whole Loan
is involved, from amounts in the applicable Serviced Whole Loan Collection Account.


 


Notwithstanding anything to the contrary
contained in this Section 3.21, the Master Servicer may elect (but shall not be required) to make a payment out
of the Collection Account to pay for certain expenses specified in this sentence notwithstanding that the Master Servicer has determined
that a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to
Specially Serviced Loans or Serviced REO Loans, the Special Servicer has notified the Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax
sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security
for the related Mortgage Loan; provided that in each instance, the Master Servicer determines in accordance with the Servicing
Standard (as evidenced by a certificate of a Servicing Officer delivered to the Trustee and the Certificate Administrator) that
making such expenditure is in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related
Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion
Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion
Loan, taking into account the subordinate nature of such Subordinate Companion Loan)). The Master Servicer may elect to obtain
reimbursement of Nonrecoverable Servicing Advances from the Trust Fund in accordance with Section 3.06 of this Agreement.


 


(e)          The
Master Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Servicing Advances made by any of
them to the extent permitted pursuant to Section 3.06 of this Agreement, if applicable, together with any related Advance
Interest Amount in respect of such Servicing Advances, and the Master Servicer, the Special Servicer and the Trustee each hereby
covenants and agrees to promptly seek and effect the reimbursement of such Servicing Advances from the related Borrowers to the
extent permitted by applicable law and the related Loan Documents.


 


The parties acknowledge that, pursuant
to the applicable Other Pooling and Servicing Agreement, the applicable Other Servicer is obligated to make Servicing Advances
with respect to the related Non-Serviced Mortgage Loan. The Other Servicer, the Other Special Servicer (to the extent it has made
an advance), the Other Trustee or fiscal agent or other Persons making advances under the applicable Other Pooling and Servicing
Agreement shall be entitled


 






    -294-


     

    

 


to reimbursement in accordance with Section 3.06(b) of this Agreement for the pro rata
portion (based on unpaid principal balance) of the related Mortgage Loan (after amounts allocated to the related Subordinate Companion
Loan, if any) with respect to any Servicing Advance that is nonrecoverable (with, in each case, any pro rata portion of
accrued and unpaid interest thereon provided for under the Other Pooling and Servicing Agreement) in the manner set forth in the
Other Pooling and Servicing Agreement and the related Intercreditor Agreement, as applicable.


 


With respect to any Serviced Whole
Loan, if the Master Servicer, the Special Servicer or Trustee, as applicable, determines that a proposed Servicing Advance with
respect to such Serviced Whole Loan, if made, or any outstanding Servicing Advance with respect to any such Mortgage Loan previously
made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable, shall provide the
Other Servicer, Other Special Servicer and the Other Trustee under each related Other Pooling and Servicing Agreement with written
notice of such determination, together with supporting evidence for such determination within two (2) Business Days after such
determination or such longer time period permitted by the applicable Intercreditor Agreement.


 


Section 3.22 Appointment
and Replacement of Special Servicer.  (a) KeyBank National Association, is hereby appointed as the initial Special Servicer
to service each Specially Serviced Loan and related REO Property.


 


(b)          For
so long as no Control Termination Event has occurred and is continuing, the Directing Holder shall be entitled to terminate the
rights (subject to Section 3.05, Section 3.12 and Section 6.03(a) of this Agreement) and obligations
of the Special Servicer under this Agreement, with or without cause, and appoint a successor Special Servicer pursuant to Section 7.02
of this Agreement, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Paying Agent, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee; provided that, with
respect to any Serviced Whole Loan, the related Directing Holder’s right to terminate the rights and obligations of the Special
Servicer under this Agreement with respect to such Serviced Whole Loan shall be subject to the limitations set forth in the related
Intercreditor Agreement; provided, further that with respect to a Servicing Shift Whole Loan, the limitations on
termination without cause set forth in clause (b) shall not apply to the related Loan-Specific Directing Holder’s
right to terminate the Special Servicer’s rights and obligations under this Agreement without cause with respect to such
Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor Agreement.


 


(c)          Following
the occurrence of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor determines
that the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the
Servicing Standard, the Operating Advisor shall deliver to the Trustee and to the Certificate Administrator, with a copy to the
Special Servicer, a written report setting forth the reasons supporting its recommendation (along with any information the Operating
Advisor considered relevant to its recommendation) and recommending a replacement special servicer; provided, that in no
event shall the information or any other content included in such written recommendation contravene any provision of this Agreement.
In such event, the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the
related report on the Certificate Administrator’s Website, and by mail (or through the DTC


 






    -295-


     

    

 


system, as applicable), and shall
conduct the solicitation of votes of all Certificates in such regard. Subsequently, upon (i) the written direction of Holders
of Certificates (other than the Class X, Class S and Class R Certificates) evidencing at least a majority of the aggregate Voting
Rights (taking into account the application of any Realized Losses and Appraisal Reduction Amounts to notionally reduce the respective
Certificate Balances) (which vote shall occur not more than 180 days from the date the Certificate Administrator posts such
recommendation on the Certificate Administrator’s Website; provided that if such written direction is not provided
within 180 days of the posting of the initial request for a vote to terminate and replace the Special Servicer, then such
written direction shall have no force and effect) and (ii) receipt of a Rating Agency Confirmation from each Rating Agency
with respect to the Certificates and, if such successor Special Servicer shall also specially service a Serviced Whole Loan, any
related Serviced Companion Loan Securities, by the Trustee following satisfaction of the foregoing clause (i), the Trustee
shall (x) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor
Special Servicer approved by the Certificateholders (other than with respect to a Servicing Shift Whole Loan); provided
such termination is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees and other
compensation, reimbursement of advances and other rights set forth in this Agreement which survive termination and (y) promptly
notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses
associated with administering such vote shall be an Additional Trust Fund Expense. If the Trustee does not receive at least 50%
of the requested votes, then the Trustee shall not remove the Special Servicer. Prior to the appointment of any replacement special
servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this
Agreement and to act as the Special Servicer’s successor hereunder. No penalty or fee shall be payable to the terminated
Special Servicer with respect to any termination pursuant to this Section 3.22(c).


 


(d)          If
a Control Termination Event has occurred and is continuing and upon (a) the written direction of holders of Certificates (other
than the Class X, Class S and Class R Certificates) evidencing not less than 25% of the Voting Rights (taking into account the
application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to Section 4.08
of this Agreement) of the Certificates (other than the Class X, Class S and Class R Certificates) requesting a vote to replace
the Special Servicer (other than with respect to a Servicing Shift Whole Loan) with a new special servicer designated in such written
direction, (b) payment by such holders to the Certificate Administrator of the reasonable fees and expenses (including any
legal fees and expenses and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection
with administering such vote and (c) delivery by such holders to the Certificate Administrator and the Trustee of a Rating
Agency Confirmation from each Rating Agency with respect to the Certificates and, if such successor Special Servicer shall also
specially service a Serviced Whole Loan, any related Serviced Companion Loan Securities, the Certificate Administrator shall promptly
provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s
Website, and by mail (or through the DTC system, as applicable), and conduct the solicitation of votes of all Certificates in such
regard. Subsequently, if a Control Termination Event has occurred and is continuing, upon the written direction of (i) holders
of Certificates (other than the Class X, Class S and Class R Certificates) evidencing at least 50% of a Certificateholder
Quorum of Certificates or (ii) holders of Corresponding Certificates evidencing


 






    -296-


     

    

 


more than 50% of the Voting Rights of each
Class of Non-Reduced Regular Interests, the Trustee shall (x) terminate all of the rights and obligations of the Special Servicer
under this Agreement and appoint the successor Special Servicer designated by such Certificateholders (other than with respect
to a Servicing Shift Whole Loan), provided such termination is subject to the terminated Special Servicer’s rights to indemnification,
payment of outstanding fees and other compensation, reimbursement of advances and other rights set forth in this Agreement which
survive termination and (y) promptly notify such outgoing Special Servicer of the effective date of such termination; provided
that if such written direction is not provided within 180 days of the notice from the Certificate Administrator of the request
for a vote to terminate and replace the Special Servicer, then such written direction shall have no force and effect. The reasonable
fees and out-of-pocket costs associated with administering such vote shall be an Additional Trust Fund Expense. The Certificate
Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate Owner may
access notices on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner may register to
receive email notifications when such notices are posted on the Certificate Administrator’s Website; provided that
the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses
of posting such notices.


 


(e)          The
Trustee shall, promptly after receiving any removal notice pursuant to Section 3.22(b) of this Agreement or direction
to terminate pursuant to Section 3.22(c) or Section 3.22(d) of this Agreement, so notify the Certificate
Administrator, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post
such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement). The termination
of the Special Servicer and appointment of a successor Special Servicer pursuant to this Section 3.22 shall not be
effective until (i) the Trustee receives from each Rating Agency a Rating Agency Confirmation and, if such successor Special
Servicer shall also specially service a Serviced Whole Loan, a Serviced Companion Loan Rating Agency Confirmation, (ii) the
successor special servicer has assumed all of its responsibilities, duties and liabilities hereunder pursuant to a writing reasonably
satisfactory to the Trustee, (iii) receipt by the Trustee of an Opinion of Counsel to the effect that (x) the designation
of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound
by the terms of this Agreement and (z) this Agreement will be enforceable against such replacement in accordance with its
terms, (iv) the replacement Special Servicer certifies that such replacement special servicer satisfies all related qualifications
set forth in the Intercreditor Agreement relating to such Serviced Companion Loan and (v) receipt by the Certificate Administrator
(with a confirmation of such receipt delivered to the Trustee) of notice and information required to be delivered by the successor
Special Servicer under Section 10.03 of this Agreement. Any successor Special Servicer shall make the representations and
warranties provided for in Section 2.04(b) of this Agreement mutatis mutandis. Further, such successor Special
Servicer shall be a Person that (i) satisfies all of the eligibility requirements applicable to the special servicer contained
in this Agreement, (ii) is not the Operating Advisor or former operating advisor, the Asset Representations Reviewer or former
asset representations reviewer, or an affiliate of any of the foregoing, (iii) is not obligated or allowed to pay the Operating
Advisor any fees or otherwise compensate the Operating Advisor (x) in respect of its obligations under this Agreement or (y) for
the appointment of the successor Special Servicer or the recommendation by the Operating Advisor for the replacement Special Servicer
to become the


 






    -297-


     

    

 


Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation
that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement
special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special
Servicer, in each case, unless expressly approved by 100% of the Certificateholders, (vi) is not a special servicer that has been
cited by Moody’s as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in a transaction serviced by the applicable servicer prior to the time of determination, (vii) currently has a special servicer
rating of at least “CSS3” from Fitch, and (viii) is not a special servicer that has been cited by KBRA as having servicing
concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable
servicer prior to the time of determination. In addition, any replacement Special Servicer that will service any Serviced Whole
Loan shall meet any requirements specified in the related Intercreditor Agreement or, if applicable, the related Other Pooling
and Servicing Agreement.


 


The existing Special Servicer shall
be deemed to have been removed simultaneously with such designated Person’s becoming the Special Servicer hereunder; provided,
that the Special Servicer removed pursuant to this Section shall be entitled to receive, and shall have received, all amounts
accrued or owing to it under this Agreement on or prior to the effective date of such resignation and it shall continue to be entitled
to any rights that accrued prior to the date of such resignation (including the right to receive all fees, expenses and other amounts
accrued or owing to it under this Agreement, plus the right to receive any Workout Fee specified in Section 3.12(c)
of this Agreement if the Special Servicer is terminated and any indemnification rights that the Special Servicer is entitled to
pursuant to Section 6.03(a) of this Agreement) notwithstanding any such removal. Such removed Special Servicer shall
cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s
responsibilities and rights hereunder, including without limitation the transfer within two Business Days to the successor Special
Servicer for administration by it of all cash amounts that are thereafter received with respect to the Mortgage Loans and, if applicable,
Whole Loans.


 


(f)          The
appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, that neither the Trustee nor the Master Servicer shall be liable for any
actions or any inaction of such successor Special Servicer. Any termination fee payable to the terminated Special Servicer (and
it is acknowledged that there is no such fee payable in the event of a termination for breach of this Agreement) shall be paid
by the Certificateholders or the Directing Holder, as applicable, so terminating the Special Servicer and shall not in any event
be an expense of the Trust Fund or any Serviced Companion Loan Noteholder (unless such Serviced Companion Loan Noteholder is the
Directing Holder).


 


(g)          If
a replacement special servicer is appointed with respect to a Serviced Whole Loan or any related Serviced REO Property in accordance
with this Section 3.22 such that there are multiple parties acting as Special Servicer hereunder, then, unless the
context clearly


 






    -298-


     

    

 


requires otherwise: (i) when used in the context of imposing duties and obligations on the Special Servicer
hereunder or the performance of such duties and obligations, the term “Special Servicer” shall mean the applicable
Serviced Whole Loan Special Servicer, insofar as such duties and obligations relate to the subject Serviced Whole Loan or any related
Serviced REO Property, and shall mean the General Special Servicer (as defined below in clause (h)), in all other cases (provided,
that in Section 3.14 and Article VII of this Agreement, the term “Special Servicer” shall mean each
of the Serviced Whole Loan Special Servicers and the General Special Servicer); (ii) when used in the context of identifying
the recipient of any information, funds, documents, instruments and/or other items, the term “Special Servicer” shall
mean the applicable Serviced Whole Loan Special Servicer, insofar as such information, funds, documents, instruments and/or other
items relate to the subject Serviced Whole Loan or any related Serviced REO Property, and shall mean the General Special Servicer,
in all other cases; (iii) when used in the context of granting the Special Servicer the right to purchase Defaulted Loans
pursuant to Section 3.16 of this Agreement, the term “Special Servicer” shall mean the General Special
Servicer only; (iv) when used in the context of granting the Special Servicer the right to purchase all of the Mortgage Loans
and all other property held by the Trust Fund pursuant to Section 9.01 of this Agreement, the term “Special Servicer”
shall mean the General Special Servicer only; (v) when used in the context of the Special Servicer being replaced pursuant
to this Section 3.22 by the applicable Directing Holder, the term “Special Servicer” shall mean
the General Special Servicer or the Serviced Whole Loan Special Servicer, if applicable; (vi) when used in the context of
granting the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special
Servicer” shall mean each of the Serviced Whole Loan Special Servicers and the General Special Servicer; and (vii) when
used in the context of requiring indemnification from, imposing liability on, or exercising any remedies against, the Special Servicer
for any breach of a representation, warranty or covenant hereunder or for any negligence, bad faith or willful misconduct in the
performance of duties and obligations hereunder or any negligent disregard of such duties and obligations or otherwise holding
the Special Servicer responsible for any of the foregoing, the term “Special Servicer” shall mean the applicable Serviced
Whole Loan Special Servicer or the General Special Servicer, as applicable.


 


(h)          References
in this Section 3.22 to “General Special Servicer” mean the Person performing the duties and obligations
of special servicer with respect to the Mortgage Pool (exclusive of any Whole Loan or related REO Property as to which a different
Serviced Whole Loan Special Servicer has been appointed with respect thereto).


 


(i)           No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 3.22.
All costs and expenses of any such termination made without cause shall be paid by the Controlling Class Certificateholders.


 


(j)           Notwithstanding
anything to the contrary contained in this Section 3.22, with respect to any Excluded Special Servicer Mortgage Loan,
if any, the Special Servicer shall resign with respect to such Excluded Special Servicer Mortgage Loan.


 


In the event the Special Servicer is
required to resign as Special Servicer with respect to any Excluded Special Servicer Mortgage Loan because it obtains knowledge
that it is a Borrower Party prior to the occurrence and continuance of a Consultation Termination Event, then (i) the Directing
Holder (in the case of the Controlling Class Representative, only if the


 






    -299-


     

    

 


Excluded Special Servicer Mortgage Loan is not also an
Excluded Mortgage Loan) shall appoint (and replace with or without cause) the Excluded Special Servicer, as successor to the resigning
Special Servicer, in accordance with this Agreement for the Excluded Special Servicer Mortgage Loan, (ii) if the Excluded Special
Servicer Mortgage Loan is also an Excluded Mortgage Loan relating to the Controlling Class Representative (but not a Servicing
Shift Mortgage Loan), then the largest Controlling Class Certificateholder (by Certificate Balance) that is not an Excluded Controlling
Class Holder shall appoint (and replace with or without cause) the Excluded Special Servicer for the Excluded Special Servicer
Mortgage Loan, and (iii) if there is no Controlling Class Certificateholder that is not an Excluded Controlling Class Certificateholder,
then the Excluded Special Servicer shall be appointed as described in the following paragraph.


 


In the event the Special Servicer is
required to resign as Special Servicer with respect to any Excluded Special Servicer Mortgage Loan because it obtains knowledge
that it is a Borrower Party and either (i) a Consultation Termination Event has occurred and is continuing or (ii) there is no
Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, then, at the expense of the Trust Fund, the
Certificate Administrator shall promptly provide written notice of such resignation to all Certificateholders by posting such notice
on the Certificate Administrator’s Website and the Excluded Special Servicer shall be appointed upon the written direction
of more than 50% of the Voting Rights of the Certificates that exercise their right to vote (provided that holders of at least
20% of the Voting Rights of the Certificates exercise their right to vote). If such Excluded Special Servicer has not been appointed
pursuant to the preceding sentence within 30 days after the Special Servicer has provided its written notice of resignation, the
Certificate Administrator shall provide written notice to the resigning Special Servicer that such Excluded Special Servicer has
not been appointed and such resigning Special Servicer shall appoint such Excluded Special Servicer. The Special Servicer shall
not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect to
the identity of the applicable Excluded Special Servicer.


 


If at any time the Special Servicer
that had acted as the Special Servicer for an Excluded Special Servicer Mortgage Loan prior to it becoming an Excluded Special
Servicer Mortgage Loan is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property
becoming REO Property) with respect to an Excluded Special Servicer Mortgage Loan, (1) the related Excluded Special Servicer shall
resign, (2) the related Mortgage Loan shall no longer be an Excluded Special Servicer Mortgage Loan, (3) such Special Servicer
shall become the Special Servicer again for such related Mortgage Loan and (4) such original Special Servicer shall be entitled
to all special servicing compensation with respect to such Mortgage Loan earned during such time on and after such Mortgage Loan
is no longer an Excluded Special Servicer Mortgage Loan.


 


The Excluded Special Servicer shall
perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Mortgage Loan and will be entitled
to all special servicing compensation with respect to such Excluded Special Servicer Mortgage Loan earned during such time as the
related Mortgage Loan is an Excluded Special Servicer Mortgage Loan (provided that the Special Servicer shall remain entitled to
all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans that are not Excluded Special
Servicer Mortgage Loans during such time).


 






    -300-


     

    

 


If a Servicing Officer or Special Servicing
Officer, as applicable, of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has
actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Mortgage Loan or an
Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or Special Servicer,
as applicable, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


(k)          No
removal or replacement of the Special Servicer as contemplated by this Agreement shall become effective until (i) a successor
Special Servicer shall have assumed the resigning or terminated Special Servicer’s responsibilities, duties, liabilities
and obligations hereunder, (ii) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 10.09,
(iii) any other information required under Section 10.03 or Section 10.09 has been delivered to any applicable
Other Depositor with respect to any related Companion Loan, and (iv) as to any resignation, removal, succession, merger or
consolidation of the Special Servicer that would constitute a Reportable Event, upon at least 4 Business Days prior notice of the
anticipated effective date of such event, the Certificate Administrator and the Depositor shall cooperate in a timely manner with
the Special Servicer or any other Person pursuing such resignation, removal, succession, merger or consolidation, as applicable,
in connection with the Depositor’s or the Certificate Administrator’s obligation to file any related required Form
8-K relating to this Trust on the anticipated effective date of such event.


 


Section 3.23     Transfer of
Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report.  (a) Upon the occurrence
of any event specified in the definition of Specially Serviced Loan with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan of which the Master Servicer may have notice, the Master Servicer shall promptly give notice
thereof to the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the related Mortgage Loan
Seller, if no Consultation Termination Event has occurred and is continuing, the Directing Holder and, if applicable, the related
Serviced Companion Loan Noteholders and shall use efforts in accordance with the Servicing Standard to provide the Special Servicer
with the Servicing File and all other information, documents (but excluding the original documents constituting the Mortgage File)
and records (including records stored electronically) relating to such Mortgage Loan or Serviced Whole Loan, as applicable, and
reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting through
a sub-servicer. The Master Servicer shall use efforts in accordance with the Servicing Standard to comply with the preceding sentence
within five Business Days of the date it has notice of the occurrence of any event specified in the definition of Specially Serviced
Loan and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan or Serviced Whole Loan,
until the Special Servicer has commenced the servicing of such Mortgage Loan or Serviced Whole Loan, which shall occur upon the
receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. With respect
to each Mortgage Loan or Serviced Whole Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related
Borrower to continue to remit all payments in respect of such Mortgage Loan or Serviced Whole Loan to the Master Servicer. The
Master Servicer shall forward any notices it would otherwise send to the Borrower of a Specially Serviced Loan to the Special
Servicer, who shall send such notice to the related Borrower.


 






    -301-


     

    

 


Upon determining that a Specially Serviced
Loan has become a Corrected Mortgage Loan, the Special Servicer shall immediately give notice thereof to the Master Servicer, and
upon giving such notice, such Mortgage Loan or Serviced Whole Loan shall cease to be a Specially Serviced Loan in accordance with
the first proviso of the definition of Specially Serviced Loan, the Special Servicer’s obligation to service such Mortgage
Loan or Serviced Whole Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage
Loan or Serviced Whole Loan as a Mortgage Loan or Serviced Whole Loan that is a Performing Loan shall resume.


 


(b)          In
servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within
the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the
possession of the Special Servicer) and copies of any additional related Mortgage Loan information, including correspondence with
the related Borrower, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer as
well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)          Not
later than two Business Days preceding each date on which the Master Servicer is required to furnish a report under Section 3.13(a)
of this Agreement to the Certificate Administrator, the Special Servicer shall deliver to the Certificate Administrator, with a
copy to the Trustee, the Operating Advisor and the Master Servicer, a written statement describing, on a loan by loan basis, (i) the
amount of all payments on account of interest received on each Specially Serviced Loan, the amount of all payments on account of
principal, including Principal Prepayments, on each Specially Serviced Loan, the amount of Net Insurance Proceeds and Net Liquidation
Proceeds received with respect to each Specially Serviced Loan, and with respect to REO Properties, the amount of net income or
net loss, as determined from management of a trade or business on, the furnishing or rendering of a non-customary service to the
tenants of, or the receipt of any rental income that does not constitute Rents from Real Property with respect to the Serviced
REO Property relating to each applicable Specially Serviced Loan, in each case in accordance with Section 3.15 of this
Agreement (it being understood and agreed that to the extent this information is provided in accordance with Section 3.13(g)
of this Agreement, this Section 3.23(c) shall be deemed to be satisfied) and (ii) such additional information
relating to the Specially Serviced Loans as the Master Servicer, the Certificate Administrator or the Trustee reasonably request,
to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Master Servicer
in writing and/or in such electronic media as is acceptable to the Master Servicer.


 


(d)          Notwithstanding
the provisions of the preceding Section 3.23(c), the Master Servicer shall maintain ongoing payment records with respect
to each of the Specially Serviced Loans relating to a Mortgage Loan that it is servicing and shall provide the Special Servicer
and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform
its duties under this Agreement. The Special Servicer shall provide the Master Servicer with any information reasonably required
by the Master Servicer to perform its duties under this Agreement.


 


(e)          No
later than 30 days after a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall
deliver to the Master Servicer, the Directing Holder (but (i) only for so long as no Consultation Termination Event has occurred
and


 






    -302-


     

    

 


is continuing, and (ii) not with respect to any applicable Excluded Mortgage Loan), each Risk Retention Consultation Party
(but not with respect to any applicable Excluded Mortgage Loan), with respect to any related Serviced Companion Loan, to the extent
the related Serviced Companion Loan has been included in a securitization transaction, to the master servicer of such securitization
into which the related Serviced Companion Loan has been sold or to the holder of the related Serviced Companion Loan, the Operating
Advisor (but with respect to the Directing Holder or the Holder of the majority of the Controlling Class, only if a Control Termination
Event has occurred and is continuing), the Controlling Class Representative (so long as such Mortgage Loan is not an Excluded Mortgage
Loan), the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant
to Section 3.14(d) of this Agreement), each related Serviced Companion Loan Noteholder, and upon request, the Underwriters
and the Initial Purchasers, a report (the “Asset Status Report”) with respect to such Mortgage Loan or Serviced
Whole Loan and the related Mortgaged Property; provided, the Special Servicer shall not be required to deliver an Asset
Status Report to the Directing Holder if the Special Servicer and the Directing Holder are the same entity. A summary of each Final
Asset Status Report shall be provided to the Certificate Administrator and the Trustee. Such Asset Status Report shall set forth
the following information to the extent reasonably determinable:


 


(i)           summary
of the status of such Specially Serviced Loan and any negotiations with the related Borrower;


 


(ii)          a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan or Serviced Whole Loan and whether outside legal counsel has been retained;


 


(iii)         the
most current rent roll and income or operating statement available for the related Mortgaged Property;


 


(iv)         (A) the
Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Loan or Serviced REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being
considered by the Special Servicer in connection with the proposed or taken actions;


 


(v)          the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Mortgage Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)         a
description of any amendment, modification or waiver of a material term of any ground lease (or, with respect to a leasehold interest
that is a space lease or an air rights lease, any such space lease or air rights lease) or franchise agreement;


 






    -303-


     

    

 


(vii)        the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)       an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the
net present value calculation (including the applicable Calculation Rate used) and all related assumptions;


 


(ix)          the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)          such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


As provided in Section 3.12(d),
if a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date,
the Special Servicer shall service and administer such Servicing Shift Whole Loan and related REO Property in the same manner as
any other Specially Serviced Loan or Serviced REO Property, shall be entitled to all Special Servicing Compensation earned with
respect to such Serviced Whole Loan and shall have all the rights and obligations with respect to such Serviced Whole Loan as Special
Servicer of such Serviced Whole Loan.


 


If the Loan-Specific Directing Holder
(with respect to the Servicing Shift Whole Loan only) or the Controlling Class Representative, for so long as no Control Termination
Event has occurred and is continuing (and other than with respect to the Servicing Shift Whole Loan), within 10 Business Days (or,
if the Directing Holder and the Special Servicer are affiliates, 5 Business Days) of receiving an Asset Status Report, does not
disapprove such Asset Status Report in writing, the Loan-Specific Directing Holder or the Controlling Class Representative will
be deemed to have approved such Asset Status Report and the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, that such Special Servicer may not take any action that is contrary to applicable
law, this Agreement, the Servicing Standard (taking into consideration the best interests of all the Certificateholders and, with
respect to any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan Noteholders constituted a single lender) (and with respect to any Serviced Whole Loan
with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)), the
terms of the applicable Loan Documents or any related Intercreditor Agreement. If the Loan-Specific Directing Holder (with respect
to the Servicing Shift Whole Loan only) or the Controlling Class Representative, for so long as no Control Termination Event has
occurred and is continuing, disapproves such Asset Status Report within such 10 Business Day period (or, if the Directing Holder
and the Special Servicer are affiliates, 5 Business Day period), the Special Servicer will revise such Asset Status Report and
deliver to the Loan-Specific Directing Holder, the Controlling Class Representative, the Master Servicer, the 17g-5 Information
Provider (who shall promptly post such report to the 17g-5 Information


 






    -304-


     

    

 


Provider’s Website pursuant to Section 3.14(d)
of this Agreement) and each related Serviced Companion Loan Noteholder, a new Asset Status Report as soon as practicable, but in
no event later than 30 days after such disapproval. The Special Servicer shall revise such Asset Status Report as described above
in this Section 3.23(e) until the Loan-Specific Directing Holder or the Controlling Class Representative fails to disapprove
such revised Asset Status Report in writing within such 10- or 5-Business Day period, as applicable, of receiving such revised
Asset Status Report or until the Special Servicer makes a determination consistent with the Servicing Standard, that such objection
is not in the best interests of all the Certificateholders and, with respect to any Serviced Whole Loan, the related Serviced Companion
Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted
a single lender and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the
subordinate nature of such Subordinate Companion Loan)). In any event, if the Loan-Specific Directing Holder (with respect to the
Servicing Shift Whole Loan only) or the Controlling Class Representative, for so long as no Control Termination Event has occurred
and is continuing, does not approve an Asset Status Report within 60 Business Days from the first submission of an Asset Status
Report, the Special Servicer may act upon the most recently submitted form of Asset Status Report if consistent with the Servicing
Standard. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement
such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section,
and in particular, shall modify and resubmit such Asset Status Report to the Loan-Specific Directing Holder (with respect to the
Servicing Shift Whole Loan only) and the Controlling Class Representative (other than with respect to the Servicing Shift Whole
Loan) (with a copy to the Trustee and the Certificate Administrator) if (i) the estimated sales proceeds, foreclosure proceeds,
workout or restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was
based or (ii) the related Borrower becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special
Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take
any action set forth in such Asset Status Report before the expiration of such 10- or 5-Business Day period, as applicable, if
the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests
of the Certificateholders and, with respect to any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective
whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with
respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such
Subordinate Companion Loan)), and it has made a reasonable effort to contact the Loan-Specific Directing Holder (with respect to
the Servicing Shift Whole Loan only), the Controlling Class Representative (other than with respect to the Servicing Shift Whole
Loan) and, if any Serviced Whole Loan is involved, the related Serviced Companion Loan Noteholders and (ii) in any case, shall
determine whether such affirmative disapproval is not in the best interests of all the Certificateholders and, with respect to
any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and,
if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with
a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)) pursuant
to the Servicing Standard, and, upon making such determination, shall implement the recommended action outlined in the Asset Status
Report. The Asset Status Report is not


 






    -305-


     

    

 


intended to replace or satisfy any specific consent or approval right which the Directing
Holder may have. Any Asset Status Report delivered with respect to an Excluded Controlling Class Mortgage Loan shall be sent via
email (or such other electronic means mutually acceptable to the parties) in one or more separate files labeled by the Special
Servicer “Excluded Information” followed by the applicable loan number and loan name to cmbsexcludedinformation@wellsfargo.com.


 


The Special Servicer shall have the
authority to meet with the Borrower for any Specially Serviced Loan and take such actions consistent with the Servicing Standard
and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related Asset Status
Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement, applicable
law or the related Loan Documents.


 


During the period when a Control Termination
Event has occurred and is continuing, the Special Servicer shall consult on a non-binding basis with the Operating Advisor in connection
with each Asset Status Report prior to finalizing and executing such Asset Status Report and the Operating Advisor shall propose,
by written notice, alternative courses of action within 10 days of receipt of each Asset Status Report to the extent the Operating
Advisor determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that
were previously included in the Control Eligible Corresponding Certificates), as a collective whole as if such Certificateholders
constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking
into account the subordinate nature of such Serviced Subordinate Companion Loan). This determination shall be made pursuant to
the Operating Advisor Standard. The Special Servicer shall consider any such proposals from the Operating Advisor and determine
whether any changes to its proposed Asset Status Report should be made, such determination being made in accordance with the Servicing
Standard and the other terms of this Agreement. In addition, with respect to a Serviced Whole Loan, such Asset Status Reports are
subject to any non-binding consultation rights, if any, that the holders of the related Pari Passu Companion Loans have pursuant
to the related Intercreditor Agreement.


 


During the period when a Control Termination
Event has occurred and is continuing and for so long as no Consultation Termination Event has occurred and is continuing, the Special
Servicer shall consult on a non-binding basis with the Directing Holder in connection with each Asset Status Report prior to finalizing
and executing such Asset Status Report and the Directing Holder shall have the right to propose, by written notice, alternative
courses of action within 10 days of receipt of each Asset Status Report. The Special Servicer shall consider any such proposals
from the Directing Holder and determine whether any changes to its proposed Asset Status Report should be made, such determination
being made in accordance with the Servicing Standard and the other terms of this Agreement.


 


If neither the Operating Advisor nor
the Directing Holder proposes alternative courses of action within 10 days after receipt of such Asset Status Report, the
Special Servicer shall implement the Asset Status Report as proposed by the Special Servicer.


 


Notwithstanding anything to the contrary
herein, if a Consultation Termination Event has occurred and is continuing, the Directing Holder shall have no right to receive
any Asset Status Report or otherwise consult with the Special Servicer with respect to any matter set


 






    -306-


     

    

 


forth therein. If a Control
Termination Event has occurred and is continuing, the Directing Holder shall have no right to consent to any Asset Status Report
under this Section 3.23.


 


No direction, advice, consent, approval
or disapproval of the Directing Holder, the Operating Advisor or the Risk Retention Consultation Parties shall (a) require,
permit or cause the Special Servicer to violate the terms of a Specially Serviced Loan, any related Intercreditor Agreement, applicable
law or any provision of this Agreement, including, but not limited to, Section 3.09, Section 3.16, Section 3.18
and Section 3.25 and the Special Servicer’s obligation to act in accordance with the Servicing Standard and to
maintain the REMIC status of the Lower-Tier REMIC and the Upper-Tier REMIC and the grantor trust status of the Grantor Trust, or
(b) result in the imposition of a “prohibited transaction” or “contribution” tax under the REMIC Provisions,
or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Trust Fund, the Certificate Administrator, the
Paying Agent, the Operating Advisor, the Trustee or their respective officers, directors, employees or agents to any claim, suit
or liability or (d) materially expand the scope of the Special Servicer’s, Certificate Administrator’s, Trustee’s
or the Master Servicer’s responsibilities under this Agreement. The Special Servicer shall not be required to follow any
direction of the Directing Holder described in this paragraph.


 


Notwithstanding the foregoing, in the
case of the Servicing Shift Whole Loan, only the related Loan-Specific Directing Holder (without regard to whether a Control Termination
Event or a Consultation Termination Event has occurred) may exercise the rights of the Directing Holder described in this Section
3.23, and neither the Controlling Class Representative nor the Operating Advisor will have any of the above described consent
or (in the case of the Operating Advisor) consultation rights, as applicable, unless permitted under the related Intercreditor
Agreement.


 


(f)          Unless
a Control Termination Event has occurred and is continuing, the Special Servicer shall deliver to the Operating Advisor only each
Final Asset Status Report.


 


Section 3.24 Special Instructions
for the Master Servicer and/or Special Servicer.  (a) Prior to taking any action with respect to a Mortgage Loan or a Serviced
Whole Loan secured by Mortgaged Properties located in a “one-action” state, the Master Servicer or Special Servicer,
as applicable, shall consult with legal counsel, the fees and expenses of which shall be an expense of the Trust Fund (and, in
the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related
Intercreditor Agreement).


 


(b)          The
Master Servicer shall send written notice to each Borrower (other than with respect to a Non-Serviced Mortgage Loan) and the related
Manager and clearing bank relating to a Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) that it is servicing
that, if applicable, it and/or the Trustee has been appointed as the “Designee” of the “Lender” under any
related Lock-Box Agreement.


 


(c)          Without
limiting the obligations of the Master Servicer hereunder with respect to the enforcement of a Borrower’s obligations under
the related Loan Documents, the Master Servicer agrees that it shall, in accordance with the Servicing Standard, enforce the provisions
of the Loan Documents relating to the Mortgage Loans (other than with respect to a


 






    -307-


     

    

 


Non-Serviced Mortgage Loan) that it is servicing
with respect to the collection of Prepayment Premiums and Yield Maintenance Charges.


 


(d)          If
a Rating Agency shall charge a fee in connection with providing a Rating Agency Confirmation, the Master Servicer shall require
the related Borrower (other than with respect to a Non-Serviced Mortgage Loan) to pay such fee to the extent not inconsistent with
the applicable Loan Documents. If such fee remains unpaid, such fee shall be an expense of the Trust Fund (allocated as an Additional
Trust Fund Expense in the same manner as Realized Losses as set forth in Section 4.01(f) of this Agreement) and, (1)
in the case of a Serviced Pari Passu Whole Loan with a Serviced Pari Passu Companion Loan (but not a Subordinate Companion Loan),
allocated in accordance with the allocation provisions of the related Intercreditor Agreement, the costs of which may be advanced
as a Servicing Advance.


 


(e)          The
Master Servicer shall, in accordance with the Servicing Standard, use commercially reasonable efforts to exercise on behalf of
the Trust any right of the Trust to recover any amounts owed by the Serviced Companion Loan Noteholders to the Trust Fund pursuant
to the related Intercreditor Agreement (but in the case of any Serviced Subordinate Companion Loan, subject to Section 1.02).
The cost of such enforcement on behalf of the Trust shall be paid and reimbursable as a Servicing Advance.


 


(f)          With
respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan with a Stated Principal Balance equal
to or greater than the lesser of 5% of the Stated Principal Balance of all Mortgage Loans held by the Trust Fund and $35,000,000,
or with respect to any Mortgage Loan that is one of the ten largest Mortgage Loans based on Stated Principal Balance, to the extent
not inconsistent with the related Mortgage Loan or Serviced Whole Loan, the Master Servicer shall not consent to a change of franchise
affiliation with respect to a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan) serviced
hereunder or the property manager with respect to a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced
Mortgage Loan) serviced hereunder unless the Master Servicer obtains a Rating Agency Confirmation relating to the Certificates
and Serviced Companion Loan Securities, if any.


 


Section 3.25 Certain Rights
and Obligations of the Master Servicer and/or the Special Servicer.  (a) In addition to its rights and obligations with respect
to Specially Serviced Loans, the Special Servicer has the right, whether or not the applicable Mortgage Loan (other than a Non-Serviced
Mortgage Loan) is a Specially Serviced Loan, to process or approve (i) certain modifications to the extent described under
Section 3.26 of this Agreement and (ii) certain waivers of due-on-sale or due-on-encumbrance clauses as described
above under Section 3.09 of this Agreement. With respect to Performing Loans (other than Non-Serviced Mortgage Loans),
the Master Servicer shall notify the Special Servicer of any request for approval if it recommends approval of such request for
approval (a “Request for Approval”) received relating to the Special Servicer’s above-referenced processing
or approval rights and, unless the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall process
such request, the Master Servicer shall take no further action, and shall have no obligation to take any further action other
than to cooperate with the Special Servicer to the extent required pursuant to the terms of this Agreement, with respect to such
borrower request. If the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall process such borrower
request, the Master Servicer shall prepare and forward to the Special


 






    -308-


     

    

 


Servicer its written recommendation and analysis
and any other information or documents reasonably requested by the Special Servicer (to the extent such information or documents
are in the Master Servicer’s possession). Subject to Section 3.09(h) of this Agreement, the Special Servicer
shall have 15 Business Days (from the date that the Special Servicer receives the information it requested from the Master Servicer)
to analyze and make a recommendation with respect to a Request for Approval with respect to a Performing Loan and, prior to the
end of such 15 Business Day period, for so long as no Control Termination Event has occurred and is continuing, is required to
notify the Directing Holder and each Serviced Companion Loan Noteholder of such Request for Approval relating to a Major Decision
and its recommendation with respect thereto. Following such notice, the Directing Holder shall have 10 Business Days from the date
it receives the Special Servicer recommendation and any other information it may reasonably request to approve any recommendation
of the Special Servicer relating to any Request for Approval. In any event, if the Directing Holder does not respond to a Request
for Approval by 5 p.m. on the 10th Business Day after such request, the Special Servicer or the Master Servicer, as applicable,
may deem such Request for Approval or recommendation, as the case may be, approved by the Directing Holder and if the Special Servicer
does not respond to a Request for Approval within the required 15 Business Days (or such longer period as provided under a related
Intercreditor Agreement but not less than five (5) Business Days after the time period set forth therein for Directing Holder approval),
the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to a Specially Serviced Loan, the
Special Servicer must notify the Directing Holder of any Request for Approval received relating to the Directing Holder’s
above-referenced approval rights and its recommendation with respect thereto. The Directing Holder shall have 10 Business Days
(after receipt of all information reasonably requested) to approve any recommendation of the Special Servicer relating to any such
Request for Approval. In any event, if the Directing Holder does not respond to any such Request for Approval by 5 p.m. on
the 10th Business Day after such request, the Special Servicer may deem its recommendation approved by the Directing Holder. Notwithstanding
the foregoing, (i) with respect to any Whole Loan, the procedure and timing for approval by the Directing Holder (to the extent
it is the related Companion Loan Noteholder) of the related Request for Approval shall be governed by the terms of the related
Intercreditor Agreement and (ii) if the Special Servicer determines that immediate action is necessary to protect the interests
of the Certificateholders and, with respect to any Serviced Whole Loan, the Certificateholders and the related Serviced Companion
Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted
a single lender) (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the
subordinate nature of such Subordinate Companion Loan) and the Special Servicer has made a reasonable effort to contact the Directing
Holder, it need not wait for a response from the Directing Holder.


 


(b)          Notwithstanding
any other provision of this Agreement, neither the Master Servicer nor the Special Servicer shall be required to take or refrain
from taking any action pursuant to instructions from the Directing Holder or a Non-Controlling Note Holder, or due to any failure
to approve an action by the Directing Holder, or due to any objection by the Directing Holder or a Non-Controlling Note Holder
that would (i) cause any one of them to violate applicable law, the terms of any Loan Documents, any Intercreditor Agreement, this
Agreement, including the Servicing Standard, or the REMIC Provisions of the Code, (ii) expose the Master Servicer, the Special
Servicer, the Depositor, the Paying Agent, a Mortgage Loan Seller, the


 






    -309-


     

    

 


Trust Fund, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator (in any of its capacities), or the Custodian or their respective Affiliates,
officers, directors, employees or agents to any claim, suit or liability, (iii) materially expand the scope of the Master
Servicer’s or the Special Servicer’s responsibilities, or (iv) cause the Master Servicer or the Special Servicer
to act, or fail to act, in a manner that is not in the best interests of the Certificateholders.


 


(c)          The
Master Servicer and the Special Servicer, as applicable, shall discuss with the Directing Holder, on a monthly basis, the performance
of any Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Loan, which is delinquent, has been placed on a “Watch
List” or has been identified by the Master Servicer or the Special Servicer as exhibiting deteriorating performance.


 


Section 3.26      Modification,
Waiver, Amendment and Consents.   (a) Subject to Sections 3.25, 3.26(f) and 3.27,
and, if applicable, each Intercreditor Agreement, (i) with respect to any Mortgage Loan that is not a Specially Serviced
Loan and actions that do not involve Special Servicer Major Decisions or Special Servicer Non-Major Decisions (other than
the items listed in clauses (a), (b), (c)(i) and (c)(ii) of Special Servicer Non-Major
Decisions, which the Master Servicer shall process, subject to the Special Servicer’s consent or deemed consent as set
forth in Section 3.09 and Section 3.26(m)), the Master Servicer, or (ii)(A) with respect to any Specially
Serviced Loans or (B) as to Special Servicer Major Decisions or Special Servicer Non-Major Decisions (other than the items
listed in clauses (a), (b), (c)(i) and (c)(ii) of Special Servicer Non-Major Decisions, which the
Master Servicer shall process, subject to the Special Servicer’s consent or deemed consent as set forth in Section 3.09 and Section
3.26(m)) irrespective of whether such Mortgage Loan is a Specially Serviced Loan, the Special Servicer, in each case
subject to the rights of the Directing Holder and, in the case of the Special Servicer, consultation with the Operating
Advisor (if a Control Termination Event has occurred and is continuing and to the extent the Operating Advisor has
consultation rights pursuant to Section 3.23(e), Section 3.31 and Section 6.07 of this
Agreement) and the Risk Retention Consultation Parties (to the extent the Risk Retention Consultation Parties
have consultation rights pursuant to Section 6.07 of this Agreement), may modify, waive, amend, consent or take such
other action with respect to any term of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan
if such modification, waiver, amendment, consent or other action (A) is consistent with the Servicing Standard
and (B) would not constitute a “significant modification” of such Mortgage Loan or Serviced Whole
Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause an Adverse REMIC Event; provided, however,
that notwithstanding the foregoing, the Master Servicer and Special Servicer may mutually agree as set forth in Section 3.25
that the Master Servicer will process any of the foregoing matters that are Special Servicer Major Decisions or
Special Servicer Non-Major Decisions with respect to any Mortgage Loan that is not a Specially Serviced Loan. Each of the
Master Servicer and the Special Servicer may conclusively rely on an Opinion of Counsel in meeting this requirement. In order
to meet the foregoing requirements, in the case of a release of real property collateral securing a Mortgage Loan, the
Master Servicer or Special Servicer, as applicable, shall observe the REMIC requirements of the Code with respect to a
required payment of principal if the loan-to-value ratio immediately after the release exceeds 125% with respect to the
related real property collateral. In connection with (i) the release of a Mortgaged Property or any portion of a
Mortgaged Property from the lien of the related Mortgage or (ii) the


 






    -310-


     

    

 


taking of a Mortgaged Property or any portion of a Mortgaged Property
by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special
Servicer, as applicable, to calculate (or to approve the calculation of the related Borrower of) the loan-to-value ratio of
the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the
remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan or
Serviced Whole Loan, then such calculation shall, unless permitted by the REMIC provisions, exclude the value of any personal
property and going concern value, if any as determined by an appropriate third party. If, following any such release or
taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or Special Servicer, as
applicable, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure
2010-30 or successor provisions, unless the related Borrower provides an Opinion of Counsel that if such amount is not paid
the related Mortgage Loan will not fail to be a Qualified Mortgage.


 


(b)          Neither
the Master Servicer nor the Special Servicer may extend the Maturity Date of any Mortgage Loan, Serviced Whole Loan or Specially
Serviced Loan beyond the date that is the date occurring later than the earlier of (1) five years prior to the Rated Final Distribution
Date and (2) in the case of a Mortgage Loan, Serviced Whole Loan or Specially Serviced Loan secured solely or primarily by
the related Borrower’s interest in a ground lease (or, with respect to a leasehold interest where the Borrower is the lessee
and that is a space lease or an air rights lease, such space lease or air rights lease), the date that is 20 years prior to the
expiration date of such ground lease (or, with respect to a leasehold interest where the Borrower is the lessee and that is a space
lease or an air rights lease, such space lease or air rights lease) (or 10 years prior to the expiration date of such lease if
the Master Servicer or the Special Servicer, as applicable gives due consideration to the remaining term of such ground lease (or,
with respect to a leasehold interest where the Borrower is the lessee and that is a space lease or an air rights lease, such space
lease or air rights lease) and such extension is in the best interest of the Certificateholders and, with respect to a Serviced
Whole Loan, the related Serviced Companion Loan Noteholder (as a collective whole as if such Certificateholders and (with respect
to a Serviced Whole Loan) Serviced Companion Loan Noteholder constituted a single lender (and with respect to any Serviced Whole
Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan))
and, (A) if no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder, and (B) to the
extent such extension constitutes a Major Decision, after consultation with each Risk Retention Consultation Party pursuant to
Section 6.07).


 


(c)          Neither
the Master Servicer nor the Special Servicer shall permit any Borrower to add or substitute any collateral for an outstanding Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, which collateral constitutes real property, unless the Master
Servicer or the Special Servicer, as applicable, shall have obtained a Rating Agency Confirmation relating to the Certificates
and Serviced Companion Loan Securities, if any.


 


(d)          Any
payment of interest, which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to Certificateholders or, if applicable, Serviced


 






    -311-


     

    


 


Companion
Loan Noteholders, be added to the unpaid principal balance of the related Mortgage Loan or Serviced Whole Loan, notwithstanding
that the terms of such Mortgage Loan or Serviced Whole Loan or such modification, waiver or amendment so permit.


 


(e)          Except
for waivers of Penalty Charges and waivers of notice periods, all material modifications, waivers and amendments of the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loans in accordance with this Section 3.26 or Section 3.27
of this Agreement (with respect to Serviced Whole Loans) shall be in writing.


 


(f)          The
Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, each Risk Retention
Consultation Party, the Directing Holder (other than if a Consultation Termination Event has occurred and is continuing), the Operating
Advisor (only if a Control Termination Event has occurred and is continuing), the Depositor, the related Serviced Companion Loan
Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.14(d) of this Agreement), in writing, of any modification, waiver, material consent or
amendment of any term of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and the date thereof,
and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating
to such modification, waiver, material consent or amendment, promptly (and in any event within 10 Business Days) following the
execution thereof.


 


(g)          The
Master Servicer or the Special Servicer may (subject to the Servicing Standard), as a condition to granting any request by a Borrower
for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Serviced Whole Loan and is permitted by the
terms of this Agreement and applicable law, require that such Borrower pay to it (i) as additional servicing compensation,
a reasonable and customary fee for the additional services performed in connection with such request (provided that the
charging of such fee would not constitute a “significant modification” of the related Mortgage Loan or Serviced Whole
Loan within the meaning of Treasury Regulations Section 1.860G-2(b)), and (ii) any related costs and expenses incurred
by it. In no event shall the Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such
payment is collected from the related Borrower.


 


(h)          Notwithstanding
the foregoing, the Master Servicer shall not permit the substitution of any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or Serviced Whole Loan (or any portion thereof), if any, unless such defeasance complies with Treasury Regulations
Section 1.860G-2(a)(8) and satisfies the conditions set forth in Section 3.09(g) of this Agreement.


 


(i)           Notwithstanding
anything herein or in the related Loan Documents to the contrary (but subject to the consent rights and process set forth in Section
6.07 with respect to Special Servicer Major Decisions or Special Servicer Non-Major Decisions), the Master Servicer may permit
the substitution of direct, non-callable “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (including
U.S. government agency securities if such securities are eligible defeasance collateral under then current guidelines of the


 



    -312-


     

    

 


Rating
Agencies) for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan (or any portion thereof) in lieu of the defeasance collateral specified in the related Loan Documents;
provided that, the Master Servicer reasonably determines that allowing their use would not cause a default or event of default
under the related Loan Documents to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the
expense of the Borrower to the extent permitted under the Loan Documents) to the effect that such use would not be and would not
constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise cause an Adverse REMIC Event and provided, that the requirements set forth
in Section 3.09(g) of this Agreement are satisfied.


 


Notwithstanding the foregoing, with
respect to (i) all of the Mortgage Loans originated or acquired by German American Capital Corporation that are subject to defeasance
and (ii) all of the Mortgage Loans originated or acquired by Citigroup Global Markets Realty Corp. that are subject to defeasance,
each of German American Capital Corporation and Citigroup Global Markets Realty Corp., as applicable, has transferred to a third
party or has retained on behalf of itself or an Affiliate the right to establish or designate the successor borrower and/or to
purchase or cause to be purchased the related defeasance collateral (any such right or obligation, the “Retained Defeasance
Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a
Mortgage Loan for which German American Capital Corporation or Citigroup Global Markets Realty Corp., as applicable, is the related
Mortgage Loan Seller, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage
Loan documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such
defeasance request to German American Capital Corporation or Citigroup Global Markets Realty Corp., as applicable, in the case
of any such Mortgage Loan for which German American Capital Corporation or Citigroup Global Markets Realty Corp., as applicable,
is the related Mortgage Loan Seller. Until such time as German American Capital Corporation or Citigroup Global Markets Realty
Corp., as applicable, provides the Master Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage
Loan with Retained Defeasance Rights and Obligations as to which (i) German American Capital Corporation is the related Mortgage
Loan Seller shall be delivered to German American Capital Corporation, 60 Wall Street, New York, New York 10005, Attention: Lainie
Kaye, or (ii) Citigroup Global Markets Realty Corp. is the related Mortgage Loan Seller shall be delivered to Citigroup Global
Markets Realty Corp., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, Facsimile: (212)
723-8599, with a copy to Citigroup Global Markets Realty Corp., 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention:
Richard Simpson, Facsimile: (646) 328-2943, and with copies by electronic mail to richard.simpson@citi.com and ryan.m.oconnor@citi.com.
With respect to any Mortgage Loan originated or acquired by German American Capital Corporation or Citigroup Global Markets Realty
Corp., as applicable, that is subject to defeasance, if the successor borrower is not designated or formed by German American Capital
Corporation or Citigroup Global Markets Realty Corp., as the case may be, or any Affiliate or successor thereto, the successor
borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 



    -313-


     

    

 


(j)           If
required under the related Loan Documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall establish
and maintain one or more accounts, which may be sub-accounts of the Collection Account (the “Defeasance Accounts”),
into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property shall
be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Loan Documents. Each Defeasance
Account shall at all times be an Eligible Account. Notwithstanding the foregoing, in no event shall the Master Servicer permit
such amounts to be maintained in the Defeasance Account for a period in excess of 12 months, unless such amounts are reinvested
by the Master Servicer in “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required
or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance
collateral substituted for any Mortgaged Property into the Collection Account or, if a Serviced Whole Loan is involved, the Serviced
Whole Loan Collection Account and treat any such payments as payments made on the Mortgage Loan or Serviced Whole Loan, as applicable,
in advance of its Due Date in accordance with clause (a) of the definition of Principal Distribution Amount, and
not as a prepayment of the related Mortgage Loan or Serviced Whole Loan. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer permit such amounts to be maintained in the Collection Account or, if a Serviced Whole Loan is
involved, the Serviced Whole Loan Collection Account for a period in excess of 365 days.


 


(k)          Any
right to take any action, grant or withhold any consent or otherwise exercise any right, election or remedy afforded the Directing
Holder under this Agreement may, unless otherwise expressly provided herein to the contrary, be affirmatively waived by the Directing
Holder by written notice given to the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable.
Upon delivery of any such notice of waiver given by the Directing Holder, any time period (exclusive or otherwise) afforded the
Directing Holder to exercise any such right, make any such election or grant or withhold any such consent shall thereupon be deemed
to have expired with the same force and effect as if the specific time period set forth in this Agreement applicable thereto had
itself expired. If the Master Servicer or Special Servicer determines that a refusal to consent by the Directing Holder or any
advice from the Directing Holder would cause the Master Servicer or Special Servicer, as applicable, to violate applicable law,
the terms of the applicable Loan Documents, any related Intercreditor Agreements, the REMIC Provisions or the terms of this Agreement,
including without limitation, the Servicing Standard, the Master Servicer or Special Servicer shall disregard such refusal to consent
or advice and notify the Directing Holder, the Trustee, the Certificate Administrator, the related Serviced Companion Loan Noteholder
(if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement) of its determination, including a reasonably detailed explanation of
the basis therefor.


 


(l)           Any
modification, waiver or amendment of or consents or approvals relating to a Mortgage Loan or Serviced Whole Loan that is a Specially
Serviced Loan or Serviced REO Loan (i) shall be performed by the Special Servicer and not the Master Servicer, (ii) to
the extent provided in this Agreement and/or the applicable Intercreditor Agreement, shall be subject to the consent of the related
Directing Holder and (iii) shall be structured so as to be


 



    -314-


     

    

 


consistent with the allocation and payment priorities in the related
Loan Documents and Intercreditor Agreement, if any, such that neither the Trust as holder of the Mortgage Loan nor a holder of
any related Serviced Companion Loan gains a priority over the other such holder that is not reflected in the related Loan Documents
and Intercreditor Agreement.


 


(m)         In
addition, with respect to a Performing Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer, prior to taking action
with respect to any Special Servicer Major Decision (or making a determination not to take action with respect to a Special Servicer
Major Decision) or any Special Servicer Non-Major Decision, shall refer the request to the Special Servicer, which shall process
the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject
to the consent of the Special Servicer) process such request (other than the items listed in clauses (a), (b), (c)(i)
and (c)(ii) of Special Servicer Non-Major Decisions, which the Master Servicer shall process, subject to the Special Servicer’s
consent or deemed consent as set forth in Section 3.09 and Section 3.26(m)). If the Master Servicer processes such
request, the Master Servicer shall prepare and submit its written recommendation and analysis to the Special Servicer with all
information in the Master Servicer’s possession that the Special Servicer may reasonably request in order to withhold or
grant its consent, and in all cases the Special Servicer shall be entitled (subject to the consultation rights of the Operating
Advisor or the consent or consultation rights of the Directing Holder) to approve or disapprove any modification, waiver or amendment
that constitutes a Special Servicer Major Decision or Special Servicer Non-Major Decision. When the Special Servicer’s consent
is required hereunder, such consent shall be deemed given 15 Business Days, or such longer time period pursuant to the terms of
the related Intercreditor Agreement but not less than five (5) Business Days after the time period set forth therein for Directing
Holder approval, (or in connection with an Acceptable Insurance Default, 90 days) after receipt (unless earlier objected to)
by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect
to such proposed Special Servicer Major Decision or Special Servicer Non-Major Decision together with such other information reasonably
required by the Special Servicer and reasonably available to the Master Servicer. Prior to the occurrence and continuance of a
Control Termination Event, neither the Master Servicer (with respect to any Major Decision processed by the Master Servicer) nor
the Special Servicer (with respect to any Major Decision processed by the Special Servicer) will be permitted to take any action
constituting a Major Decision, as to which the Directing Holder has objected in writing within 10 Business Days (or, (i) in the
case of a Special Servicer Major Decision when the Directing Holder and the Special Servicer are Affiliates, 5 Business Days, and
(ii) in connection with an Acceptable Insurance Default, 30 days) after receipt by the Directing Holder of the Master Servicer’s
and/or Special Servicer’s, as applicable, written analysis and recommendation together with such other information reasonably
requested by the Directing Holder (provided that if such written objection has not been received by the Master Servicer
or Special Servicer, as applicable, within such 10-Business Day (or 30-day) period, the Directing Holder will be deemed to have
approved such action).


 


(n)          For
the avoidance of doubt, and without limiting the generality of the foregoing, any request for the disbursement of earnouts or holdback
amounts with respect to (i) any Specially Serviced Loan shall be processed by the Special Servicer and (ii) any Mortgage
Loan listed on Exhibit Y received by the Master Servicer shall be processed by the Master Servicer and submitted to
the Special Servicer for approval. For purposes of this Agreement,


 



    -315-


     

    

 


“disbursement of earnouts or holdback amounts” shall
mean the disbursement or funding to a Borrower of previously unfunded, escrowed or otherwise reserved portions of the loan proceeds
of the applicable Mortgage Loan until certain conditions precedent thereto relating to the satisfaction of performance-related
criteria (i.e., project reserve thresholds, lease-up requirements, sales requirements, etc.), as set forth in the applicable
Loan Documents, have been satisfied.


 


(o)          The
Master Servicer shall provide the Special Servicer with any notice that it receives relating to a default by the borrower under
a ground lease where the collateral for the Mortgage Loan is the ground lease, and the Special Servicer will determine in accordance
with the Servicing Standard whether to cure any borrower defaults relating to ground leases.


 


Section 3.27   Certain Intercreditor
Matters Relating to the Whole Loans. (a) With respect to Serviced Whole
Loans, except for those duties to be performed by, and notices to be furnished by, the Trustee under this Agreement, the Master
Servicer or the Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on
behalf of the Trust Fund as may be the obligation of the Trust, or the obligation of the master servicer or the special servicer,
as applicable, following securitization, under the related Intercreditor Agreement.


 


(b)          The
Master Servicer shall maintain a register (the “Serviced Companion Loan Noteholder Register”) on which the Master
Servicer shall record the names and addresses of the Serviced Companion Loan Noteholders and wire transfer instructions for such
Serviced Companion Loan Noteholders from time to time, to the extent such information is provided in writing to the Master Servicer
by a Serviced Companion Loan Noteholder. Each Serviced Companion Loan Noteholder has agreed to inform the Master Servicer of its
name, address, taxpayer identification number and wiring instructions (to the extent the foregoing information is not already contained
in the related Intercreditor Agreement) and of any transfer thereof (together with any instruments of transfer). The name and address
of each initial Serviced Companion Loan Noteholder as of the Closing Date is set forth on Schedule VII hereto. The Master
Servicer shall be entitled to conclusively rely upon the information delivered by any Serviced Companion Loan Noteholder until
it receives notice of transfer or of any change in information.


 


In no event shall the Master Servicer
be obligated to pay any party the amounts payable to a Serviced Companion Loan Noteholder hereunder other than the Person listed
as the applicable Serviced Companion Loan Noteholder on the Serviced Companion Loan Noteholder Register. In the event that a Serviced
Companion Loan Noteholder transfers the related Serviced Companion Loan without notice to the Master Servicer, the Master Servicer
shall have no liability whatsoever for any misdirected payment on such Serviced Companion Loan and shall have no obligation to
recover and redirect such payment.


 


The Master Servicer shall promptly
provide the names and addresses of any Serviced Companion Loan Noteholder to any party hereto, any related Companion Loan Noteholder
or any successor thereto upon written request, and any such party or successor may, without further investigation, conclusively
rely upon such information. The Master Servicer shall have no liability to any Person for the provision of any such names and addresses.


 



    -316-


     

    

 


(c)          The
Directing Holder shall not owe any fiduciary duty to the Trustee, any Master Servicer, any Special Servicer, any Certificateholder
(including the Controlling Class Representative, if applicable) or any noteholder of a Serviced Whole Loan. The Directing Holder
will not have any liability to the Certificateholders (including the Controlling Class Representative, if applicable) or any other
noteholder of a Serviced Whole Loan, as applicable, for any action taken, or for refraining from the taking of any action or the
giving of any consent, pursuant to this Agreement, or for errors in judgment.


 


(d)          With
respect to any Serviced Whole Loan, the Directing Holder shall be entitled to exercise the consent rights, cure rights and purchase
rights, as applicable, to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related
Intercreditor Agreement and this Agreement.


 


(e)          The
Special Servicer (if any Serviced Companion Loan is a Specially Serviced Loan or has become a Serviced REO Loan) or the Master
Servicer (otherwise), as applicable, shall take all actions relating to the servicing and/or administration of, and (subject to
Section 3.13 and Section 3.17 of this Agreement and the following paragraph) the preparation and delivery
of reports and other information with respect to, the Serviced Whole Loan related to any Serviced Companion Loan or any related
Serviced REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a
servicer, in any case pursuant to and as required by each related Intercreditor Agreement and/or any related mezzanine intercreditor
agreement existing on the Closing Date and any related Intercreditor Agreement or mezzanine intercreditor agreement not existing
on the Closing Date that is provided to the Master Servicer or Special Servicer, as applicable. In addition notwithstanding anything
herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Companion Loan:


 


(i)          none
of the Master Servicer, the Special Servicer or the Trustee shall make any P&I Advance with respect to the Serviced Companion
Loan; and


 


(ii)         the
Master Servicer and the Special Servicer shall each consult with and obtain the consent of the related Serviced Companion Loan
Noteholder(s) to the extent required by the related Intercreditor Agreement.


 


The Master Servicer or Special Servicer,
as applicable, shall timely provide to each related Serviced Companion Loan Noteholder any reports or notices required to be delivered
to such Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement, and the Special Servicer shall reasonably
cooperate with the Master Servicer and the Master Servicer shall reasonably cooperate with the Special Servicer in preparing/delivering
any such report or notice with respect to special servicing matters.


 


If any Serviced Companion Loan or any
portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning
of the Grantor Trust Provisions), then neither the Master Servicer nor the Special Servicer shall knowingly take any action that
would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such
grantor trust as a grantor trust.


 



    -317-


     

    

 


The parties hereto acknowledge that
a Serviced Companion Loan Noteholder shall not (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the
Master Servicer, the Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders
for any action taken, or for refraining from the taking of any action pursuant to the related Intercreditor Agreement or the giving
of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed
its understanding that a Serviced Companion Loan Noteholder (i) may take or refrain from taking actions that favor its interests
or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict
with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Companion
Loan Noteholder or any of its officers, directors, employees, principals or agents as a result of such special relationships or
conflicts and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in
the interest of its affiliates.


 


The parties hereto recognize and acknowledge
the respective rights of each Serviced Companion Loan Noteholder under the related Intercreditor Agreement. Each of the rights
of a Serviced Companion Loan Noteholder under or contemplated by this Section 3.27(e) may be exercisable by a designee
thereof on its behalf; provided that the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee
are provided with written notice by the related Serviced Companion Loan Noteholder of such designation (upon which such party may
conclusively rely) and the contact details of the designee.


 


Notwithstanding anything herein or
in the Intercreditor Agreement to the contrary, no direction or objection by the Serviced Companion Loan Noteholder may require
or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan, applicable
law, this Agreement, any Intercreditor Agreement or the REMIC Provisions, including without limitation the Master Servicer’s
or Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer,
the Depositor, a Mortgage Loan Seller, the Operating Advisor, the Asset Representations Reviewer, the Paying Agent, the Trust Fund,
the Certificate Administrator (in any of its capacities) or the Trustee to liability, or materially expand the scope of the Master
Servicer’s or Special Servicer’s responsibilities hereunder.


 


Any reference to servicing any of the
Mortgage Loans in accordance with any of the related Loan Documents (including the related Mortgage Note and Mortgage) shall also
mean, in the case of a Serviced Whole Loan, in accordance with the related Intercreditor Agreement.


 


To the extent not otherwise expressly
included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Whole Loan
or a Non-Serviced Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


For purposes of exercising any rights
that the Directing Holder of the Mortgage Note for any Mortgage Loan in a Serviced Whole Loan may have under the related Intercreditor
Agreement, the Directing Holder shall be the designee of the Trust, as such noteholder, and the Trustee shall, upon request, take
such actions as may be necessary under the related Intercreditor Agreement to effect such designation. The Certificate Administrator
shall provide notice of the


 



    -318-


     

    

 


identity of the Controlling Class Representative (to the extent the Certificate Administrator has received
notice of a change in the identity of the Controlling Class Representative), upon request, to the other parties to the related
Intercreditor Agreement, to the extent the identity and contact information of such parties to such Intercreditor Agreement are
actually known to the Certificate Administrator.


 


(f)          With
respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above described information
in Section 3.13(c) and Section 3.13(d) hereof to the same Persons as described above in Section 3.13(c) and
Section 3.13(d) and according to the same time frames as described above in Section 3.13(c) and Section 3.13(d),
to the extent such Master Servicer has timely received such information from the Other Servicer under the Other Pooling and Servicing
Agreement.


 


Promptly following
the Closing Date or, as applicable, upon the receipt of notice by the Certificate Administrator of a Servicing Shift
Securitization Date, the Certificate Administrator shall send written notice (which notice may be by email) substantially in
the form of Exhibit EE hereto, accompanied by a copy of an executed version of this Agreement, with respect to
each Non-Serviced Mortgage Loan to each applicable Other Depositor, Other Servicer, Other Special Servicer, Other Trustee,
Other Operating Advisor and Other Asset Representations Reviewer stating that, as of the Closing Date, the Trustee is the
holder of the applicable Non-Serviced Mortgage Loan and directing each such recipient to remit to the Master Servicer
no later than one (1) Business Day after each Determination Date all amounts payable to, and to forward, deliver or
otherwise make available, as the case may be, to the Master Servicer no later than one (1) Business Day after each
Determination Date all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the applicable Non-Serviced Mortgage Loan under the related
Intercreditor Agreement and Other Pooling and Servicing Agreement. Such notice shall also provide contact information for the
Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Directing Holder, the 17g-5
Information Provider and the Rating Agencies.


 


With respect to a Non-Serviced Mortgage
Loan, if the applicable Other Servicer, Other Special Servicer or Other Trustee shall be replaced in accordance with the terms
of the related Other Pooling and Servicing Agreement, promptly upon notice thereof, the applicable party to this Agreement that
receives such notice shall, upon request, acknowledge such successor as the successor to the Other Servicer, Other Special Servicer
or Other Trustee, as the case may be.


 


With respect to a Non-Serviced Mortgage
Loan, upon its receipt of written notice of the replacement of the Master Servicer or the Trustee, the Certificate Administrator
shall give prompt written notice thereof to each related Other Servicer, Other Special Servicer, Other Trustee and Other Operating
Advisor, together with relevant contact information of the successor Master Servicer or Trustee, as applicable.


 


With respect to each Serviced Whole
Loan, the Master Servicer or the Special Servicer, as applicable, shall provide each Companion Loan Noteholder and, if applicable,
related Non-Directing Holder (or its designee or representative), within the same time frame and to the same extent it is required
to provide such information and materials to the Certificateholders or the Directing Holder, as applicable (but without regard
to whether or not


 



    -319-


     

    

 


the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination
Event), hereunder with (1) copies of each financial statement received by the Master Servicer pursuant to the terms of the related
Loan Documents, (2) copies of any notice of default sent to the Borrower and (3) subject to the terms of the Loan Documents, copies
of any other documents or information relating to the Serviced Whole Loan (including, without limitation, property inspection reports,
loan servicing statements, Borrower requests and asset status reports) that the Master Servicer delivers to the related Directing
Holder and copies of any other notice, information or report that it is required to provide to the Directing Holder pursuant to
this Agreement with respect to any Major Decision or with respect to any “major decisions” or “major actions”
as set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status
Report relating to such Serviced Whole Loan. Any copies to be furnished by the Master Servicer or the Special Servicer may be furnished
by hard copy or electronic means.


 


(g)          With
respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous
term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations
Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the
Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset
Representations Reviewer or such other requesting party (not at its own expense or the expense of the Trust but at the expense
of the related mortgage loan seller, such Other Asset Representations Reviewer or such other requesting party to the Other Pooling
and Servicing Agreement), but only to the extent that (i) Other Asset Representations Reviewer or such other requesting party has
not been able to obtain such documents from the related mortgage loan seller or any party to the related Other Pooling and Servicing
Agreement, and (ii) such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian,
as the case may be. For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Trustee or the Custodian
(i) shall have any further obligations with respect to any such asset review nor shall any such party be bound by the results of
any such asset review, or (ii) shall be obligated to provide such documents if providing such documents, in its reasonable determination,
would be a violation of this Agreement or any related Intercreditor Agreement.


 


(h)          To
the extent that the Other Pooling and Servicing Agreement or Intercreditor Agreement relating to any Non-Serviced Whole Loan permits
the holder of the related Non-Serviced Mortgage Loan to terminate the related Other Servicer or Other Special Servicer or appoint
a sub-servicer or replacement therefor, the Trustee may, and at the written direction of the Holders of at least 25% of the aggregate
Voting Rights of all Certificates (or the Depositor with respect to any such right arising from such Other Servicer’s or
Other Special Servicer’s failure to comply with Exchange Act reporting obligations) upon five (5) Business Days’ notice,
shall, exercise the right to terminate the related Other Servicer or Other Special Servicer or appoint a sub-servicer or replacement
therefor, as applicable.


 


Section 3.28   Directing Holder
Contact with the Master Servicer and the Special Servicer. Each of the Master Servicer and the
Special Servicer shall, not more frequently than


 



    -320-


     

    

 


once per month, without charge, make a knowledgeable Servicing Officer via telephone
available during normal business hours to verbally answer questions from the Directing Holder (for so long as no Consultation Termination
Event has occurred and is continuing) and the Operating Advisor (for so long as a Control Termination Event has occurred and is
continuing) regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or
the Special Servicer, as the case may be, is responsible.


 


Section 3.29   Controlling
Class Certificateholders, the Controlling Class Representative and the Risk Retention Consultation Parties; Certain Rights
and Powers of the Directing Holder and the Risk Retention Consultation Parties. (a) Each Certificateholder and Certificate
Owner of a Control Eligible Corresponding Certificate is hereby deemed to have agreed by virtue of its purchase of such Certificate
(or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Registrar and to notify
the Certificate Registrar of the transfer of any Control Eligible Corresponding Certificate (or the beneficial ownership of any
Control Eligible Corresponding Certificate), the selection of a Controlling Class Representative or the resignation or removal
thereof. Any such Certificateholder (or Certificate Owner) or its designee at any time appointed Controlling Class Representative
is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Corresponding Certificate (or the beneficial ownership
interest in a Control Eligible Corresponding Certificate) to notify the Certificate Registrar when such Certificateholder (or Certificate
Owner) or designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt of such notice,
the Certificate Registrar shall notify the Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, each Serviced Companion Loan Noteholder of the identity
of the Controlling Class Representative, any resignation or removal thereof and/or any new Holder or Certificate Owner of
a Control Eligible Corresponding Certificate.


 


On the Closing Date, the initial Controlling
Class Representative shall deliver a certification substantially in the form of Exhibit L-1G to this Agreement. Upon the
resignation or removal of the existing Controlling Class Representative, any successor Controlling Class Representative shall also
deliver a certification substantially in the form of Exhibit L-1G to this Agreement prior to being recognized as the new
Controlling Class Representative.


 


Upon the resignation
or removal of either existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party shall deliver
to the parties to this Agreement a certification substantially in the form of Exhibit L-1H to this Agreement prior to being
recognized as the new Risk Retention Consultation Party. The parties hereto shall be entitled to assume that the Risk Retention
Consultation Party hasn’t changed absent such notice.


 


In addition, upon the request of the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or, for so long as no
Consultation Termination Event has occurred and is continuing, the Directing Holder, the Certificate Registrar shall promptly (but
no later than five (5) Business Days after such request) provide to the requesting party the identity of the then-current Controlling
Class and a list of the Holders of


 



    -321-


     

    

 


Certificates of the Controlling Class. However, if any Certificate of the Controlling Class
is a Global Certificate, then the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following
such request) request from the Depository, with the assistance of the Trustee, the list of Depository Participants for the Controlling
Class and make reasonable efforts to obtain a list of Certificate Owners from such Depository Participants, and the Certificate
Administrator shall provide such list of Depository Participants and such list of Certificate Owners (to the extent the Certificate
Administrator obtains such list of Certificate Owners), to the requesting party promptly upon receipt. The Certificate Administrator
shall be entitled to conclusively rely on the list of Depository Participants for the Controlling Class provided by the Depository
and the list of Certificate Owners provided by any Depository Participant and shall not have any liability for such reliance; provided
that, if any Certificate of the Controlling Class is a Global Certificate and the Certificate Administrator has actual knowledge
of the identity of the related Certificate Owners, then the Certificate Administrator shall include such Certificate Owner in the
list provided to any requesting party pursuant to first sentence of this paragraph. The Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor and the Directing Holder shall be entitled to conclusively rely on any such information so provided.
Any expenses incurred in connection with obtaining such information shall be at the expense of the requesting party, except that
if (i) such expenses arise in connection with an event as to which the Directing Holder (or Controlling Class Representative)
has review, consent or consultation rights with respect to an action taken by, or report prepared by, the requesting party pursuant
to this Agreement or the related Other Pooling and Servicing Agreement or in connection with a request made by the Operating Advisor
in connection with its obligation under this Agreement to deliver a copy of the Operating Advisor Annual Report to the Controlling
Class Representative and (ii) the requesting party has not been notified of the identity of the Directing Holder (or Controlling
Class Representative) or reasonably believes that the identity of the Directing Holder (or Controlling Class Representative) has
changed, then such expenses shall be at the expense of the Trust.


 


To the extent the Master Servicer has
actual knowledge of any change in the identity of a Holder (or Certificate Owners) of the Controlling Class, then the Master Servicer
shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and
the Special Servicer thereof, who may rely conclusively on such notice from the Master Servicer.


 


(b)          The
initial Controlling Class Representative on the Closing Date shall be Och-Ziff Capital Investments, L.L.C. The Certificate Registrar
shall be entitled to assume Och-Ziff Capital Investments, L.L.C. or any subsequent Controlling Class Representative selected in
accordance with this Agreement and notified to the Certificate Registrar thereof in writing, is the Controlling Class Representative
appointed by the Holder (or Certificate Owner) of each Class of Control Eligible Corresponding Certificates, until the Certificate
Registrar receives (i) written notice of a replacement Controlling Class Representative from a majority of the Controlling Class Certificateholders
by Certificate Balance, (ii) written notice from a majority of the Controlling Class Certificateholders, by Certificate Balance,
that a Controlling Class Representative is no longer designated, (iii) written notice from a Controlling Class Representative
of the resignation of such Controlling Class Representative, or (iv) written notice that the Holder (or Certificate Owner) of a
majority of the applicable Control Eligible Corresponding Certificates is no longer the Holder (or Certificate Owner) of a majority
of the 


 



    -322-


     

    

 


applicable Control Eligible Corresponding Certificates due to a transfer of those Certificates (or a beneficial ownership
interest in those Certificates). Upon the resignation of a Controlling Class Representative, the Certificate Administrator shall
request the Controlling Class Certificateholders to select a new Controlling Class Representative.


 


In the event either (y) the Certificate
Registrar receives notice identified in any of clause (ii) through (iv) of the immediately preceding paragraph and no
successor Controlling Class Representative is then identified to the Certificate Registrar or (z) a party to this Agreement requests
from the Certificate Administrator the identity of the Controlling Class Representative and such identity is not known to the Certificate
Administrator, then the Certificate Administrator shall promptly deliver a notice of such event (the “Initial Notice”)
to all the Certificateholders via the Depository (and a copy of such Initial Notice shall be simultaneously sent to each of the
Master Servicer, the Special Servicer, the Trustee and the Operating Advisor), which notice shall include a request that the Controlling
Class Certificateholder that believes it may own the largest aggregate Certificate Balance of the Controlling Class represent in
writing to the Certificate Administrator that it owns the largest aggregate Certificate Balance of the Controlling Class (with
evidence of its ownership) and provide its contact information. Upon receipt of such written representation (and any subsequent
written representation), the Certificate Administrator shall deliver a notice (the “Subsequent Notice”) to all
the Certificateholders via the Depository of such representation (and a copy of such Subsequent Notice shall be simultaneously
sent to each of the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor) and so long as another party
holding an equal or larger aggregate Certificate Balance of the Controlling Class does not provide a written representation within
thirty (30) days from the date of delivery of the latest Subsequent Notice, the party making the original assertion shall become
the Controlling Class Certificateholder until replaced by another party pursuant to the terms of this Agreement. Notwithstanding
the foregoing, Controlling Class Certificateholder(s) providing notice that it (or they) are the Holders of a majority of the Controlling
Class Certificateholders, by Certificate Balance, shall have the right to select the Controlling Class Representative at any
time without regard to such 30-day period, and a Controlling Class Representative selected by the Holders of a majority of the
Controlling Class Certificateholders, by Certificate Balance, shall be recognized as such immediately upon being selected
in accordance with this Agreement whether or not such 30-day period has expired.


 


In the event that a Controlling Class
Representative is selected pursuant to this Section 3.29(b) or there is deemed to be no Controlling Class Representative
pursuant to this Section 3.29(b), the Certificate Registrar shall notify the Special Servicer, the Master Servicer, the
Certificate Administrator, the Depositor, the Operating Advisor, the Asset Representations Reviewer and the Trustee of the identity
of the new Controlling Class Representative or the absence of a Controlling Class Representative, as applicable.


 


At any time more than 50% of the Percentage
Interest of the Controlling Class Certificateholders direct the Certificate Administrator in writing to hold an election for
a Controlling Class Representative, the Certificate Administrator shall hold such election as soon as practicable at the expense
of such requesting Certificateholders.


 


(c)          The
Master Servicer, Special Servicer, Trustee, Operating Advisor and Asset Representations Reviewer shall be entitled to request that
the Certificate Administrator


 



    -323-


     

    

 


provide, and the Certificate Administrator shall promptly (but no later than five (5) Business Days
after such request) provide (i) for so long as no Consultation Termination Event has occurred and is continuing, the identity
of the Controlling Class Representative, including names and contact information and, to the extent reasonably available, a list
of Controlling Class Certificateholders and (ii) confirmation as to whether a Control Termination Event or Consultation Termination
Event has occurred in the 12 months preceding any such request or any other period specified in such request. In addition to the
foregoing, (i) within two (2) Business Days of receiving notice of the selection of a new Controlling Class Representative or Risk
Retention Consultation Party or the existence of a new Controlling Class Certificateholder or (ii) within ten (10) days of
the commencement or cessation of any Consultation Termination Event or Control Termination Event, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.
Any expenses incurred in connection with obtaining such information shall be at the expense of the requesting party, except that
if (i) such expenses arise in connection with an event as to which the Directing Holder (or Controlling Class Representative)
has review, consent or consultation rights with respect to an action taken by, or report prepared by, the requesting party pursuant
to this Agreement or the related Other Pooling and Servicing Agreement or in connection with a request made by the Operating Advisor
in connection with its obligation under this Agreement to deliver a copy of the Operating Advisor Annual Report to the Controlling
Class Representative and (ii) the requesting party has not been notified of the identity of the Directing Holder (or Controlling
Class Representative) or reasonably believes that the identity of the Directing Holder (or Controlling Class Representative) has
changed, then such expenses shall be at the expense of the Trust. Deutsche Bank AG, New York Branch and Citigroup Global Markets
Realty Corp. shall be the initial Risk Retention Consultation Parties and shall remain so until a successor is appointed pursuant
to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing.


 


The Special Servicer, the Master Servicer,
the Certificate Administrator, the Depositor, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall be
entitled to assume Och-Ziff Capital Investments, L.L.C. is the Controlling Class Representative appointed by the Holder (or Certificate
Owner) of each Class of Control Eligible Corresponding Certificates until such party receives notice to the contrary. At any time
that a party to this Agreement receives notice of the selection of a Controlling Class Representative from the Certificate Registrar,
the Certificate Administrator or a majority of the Controlling Class Certificateholders, by Certificate Balance, then such
party to this Agreement shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Controlling Class Representative. The Special Servicer shall have no obligation to obtain
the consent of or consult with any entity appointed as a successor Controlling Class Representative until the Special Servicer
receives written notice of such successor Controlling Class Representative’s identity and contact information. Additionally, once
a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Holders of the RRI Interest entitled to appoint the Risk Retention Consultation
Parties, by Certificate Balance, or such Risk Retention Consultation Party shall have notified the Master Servicer, the Special
Servicer, the Trustee, the Certificate


 



    -324-


     

    

 


Administrator, the Operating Advisor and each other Holder of the RRI Interest, in writing,
of the selection of a new Risk Retention Consultation Party.


 


If to the extent the Certificate Administrator
determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related
Certificateholders of such Class (through the Depository) of such event.


 


(d)          Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Holder may have
special relationships and interests that conflict with those of Holders of one or more Classes of Certificates or Companion Loan
Noteholders; (ii) the Directing Holder may act solely in the interests of the Holders of the Controlling Class (or, in the
case of a Whole Loan, in the interests of one or more Companion Loan Noteholders); (iii) the Directing Holder does not have
any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Holder
may take actions that favor the interests of the Directing Holder or one or more Classes of the Certificates including the Holders
of the Controlling Class (or, in the case of a Whole Loan, one or more Companion Loan Noteholders) over the interests of the Holders
of one or more Classes of Certificates and other Companion Loan Noteholders; and (v) the Directing Holder shall have no liability
whatsoever to any Certificateholder, the Trust, any Companion Loan Noteholder any party hereto or any other Person (including any
Borrower under a Mortgage Loan) for having so acted as set forth in clauses (i) through (iv) of this paragraph, and no Certificateholder
or Companion Loan Noteholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent
or principal thereof for having so acted.


 


Each Certificateholder acknowledges
and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Parties may have special relationships
and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation
Parties may act solely in the interests of the Holders of the RRI Interest; (iii) the Risk Retention Consultation Parties do not
have any liability or duties to the Holders of any Class of Certificates; (iv) the Risk Retention Consultation Parties may take
actions that favor interests of the Holders of one or more Classes including the RRI Interest over the interests of the Holders
of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Parties shall have no liability whatsoever
for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action
whatsoever against either Risk Retention Consultation Party or any director, officer, employee, agent or principal of such Risk
Retention Consultation Party for having so acted.


 


(e)          The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, Special Servicer, Trustee, the Operating Advisor, the Certificate Administrator or
any Certificateholder and provide such information to the requesting party.


 


(f)          At
any time when the most senior Class of Control Eligible Regular Interests is the Controlling Class, the Holder of more than 50%
of the Controlling Class Certificates (by Certificate Balance) may waive its right to act as, or appoint a representative to act
as, the Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or cause the
exercise of any of the rights of the Controlling Class Representative by irrevocable written notice delivered to the Depositor,
Certificate


 



    -325-


     

    

 


Administrator, Certificate Registrar, Trustee, Master Servicer, Special Servicer, Operating Advisor and Asset Representations
Reviewer. Any such waiver shall remain effective with respect to such Holder and the most senior Class of Control Eligible Regular
Interests until such time as that Certificateholder has (i) sold a majority of the Control Eligible Corresponding Certificates
(by Certificate Balance) of the most senior Class of Control Eligible Regular Interests to an unaffiliated third party and (ii)
certified to the Depositor, Certificate Administrator, Certificate Registrar, Trustee, Master Servicer, Special Servicer, Operating
Advisor and Asset Representations Reviewer, that (a) the transferor retains no direct or indirect voting rights with respect to
the Control Eligible Corresponding Certificates of the most senior Class of Control Eligible Regular Interests that it does not
own, (b) there is no voting agreement between the transferee and the transferor and (c) the transferor retains no direct or indirect
controlling interest in the most senior Class of Control Eligible Regular Interests. During such waiver period a Consultation Termination
Event shall be deemed to exist and the rights of the Controlling Class to appoint a Controlling Class Representative and the rights
of the Controlling Class Representative shall not be operative (notwithstanding whether a Control Termination Event or a Consultation
Termination Event is or would otherwise then be in effect). Following any transfer of more than 50% of the Control Eligible Corresponding
Certificates of the most senior Class of Control Eligible Regular Interests, the successor Holder of more than 50% of the Control
Eligible Corresponding Certificates of the most senior Class of Control Eligible Regular Interests, if the most senior Class of
Control Eligible Regular Interests is the Controlling Class (by Certificate Balance) shall again have the right to act as, or appoint
a representative to act as, the Controlling Class Representative without regard to any prior waiver by the predecessor Certificateholder.
The successor Certificateholder shall also have the right to irrevocably waive its right to act as or appoint a Controlling Class
Representative or to exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights
of the Controlling Class Representative. No successor Certificateholder described above shall have any consent rights with respect
to any Mortgage Loan that became a Specially Serviced Loan prior to its acquisition of a majority of the Control Eligible Corresponding
Certificates of the most senior Class of Control Eligible Regular Interests that had not also become a Corrected Mortgage Loan
prior to such acquisition until such Mortgage Loan becomes a Corrected Mortgage Loan.


 


The Directing Holder shall not have
any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded Mortgage Loan as to either the
Directing Holder or, except in the case of a Servicing Shift Mortgage Loan, the Holder of the majority of the Controlling Class.
Likewise, a Risk Retention Consultation Party shall not have any consultation rights with respect to any Mortgage Loan determined
to be an Excluded Mortgage Loan as to such Risk Retention Consultation Party. In the case of an Excluded Mortgage Loan relating
to the Controlling Class Representative, in respect of the servicing of any such Excluded Mortgage Loan, a Control Termination
Event and Consultation Termination Event will be deemed to have occurred with respect to such Excluded Mortgage Loan.


 


Section 3.30   Rating Agency
Confirmation. (a) Notwithstanding the terms of
any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or this
Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”)
attempting and/or required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency
for such Rating Agency Confirmation and, within 10 Business


 



    -326-


     

    

 


Days of the Rating Agency Confirmation request being posted to the
17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that
indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation,
then such Requesting Party shall be required to confirm (through direct communication and not by posting any confirmation on the
17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating Agency Confirmation request,
and, if it has not, promptly request the related Rating Agency Confirmation again (which may also be through direct communication).
The circumstances described in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.”
Once the Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such Requesting
Party, may, but shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set
forth in Section 3.14.


 


If there is no response to such Rating
Agency Confirmation request within 5 Business Days of such second request in a RAC No-Response Scenario or if such Rating Agency
has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for Rating
Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency Confirmation
or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth
in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such
requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer, as the case may
be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms its original determination
(made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would
still be consistent with the Servicing Standard, (y) with respect to a replacement of the Master Servicer or Special Servicer,
such condition shall be deemed not to apply (as if such requirement did not exist) if (i)(A) the applicable replacement master
servicer or special servicer has been appointed as a master servicer or special servicer, as applicable, on a transaction-level
basis on the Closing Date of a commercial mortgage loan securitization and, as of the date of such determination, is the master
servicer or special servicer, as applicable, of such securitization, with respect to which Moody’s rated one or more classes
of certificates and one or more classes of such certificates are still outstanding and rated by Moody’s and (B) Moody’s
has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or
withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of
securities rated by Moody’s in a commercial mortgage-backed securitization transaction serviced by the applicable master
servicer or special servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the
applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer)
or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not
cited servicing concerns of the applicable replacement master servicer or special servicer, as applicable, as the sole or a material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced
by the applicable master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating
Agency and (z) with respect to


 



    -327-


     

    

 


a replacement or successor to the Operating Advisor in any circumstance where a Rating Agency Confirmation
is required pursuant to the terms hereof, such condition will be deemed to be waived with respect to any non-responding Rating
Agency so long as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securities transaction with respect
to which the replacement operating advisor acts as trust advisor or operating advisor prior to the date of determination.


 


Any Rating Agency Confirmation request
made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d) of this Agreement.


 


Promptly following the Master Servicer’s
or Special Servicer’s determination to take any action discussed in this Section 3.30(a) following any requirement
to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master Servicer or
Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken
for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.14(d) of this Agreement.


 


(b)          Notwithstanding
anything to the contrary in this Section 3.30, for purposes of the provisions of any Loan Document relating to defeasance
(including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of any
collateral, in the event of a RAC No-Response Scenario, any Rating Agency Confirmation requirement in the Loan Documents with respect
to which the Master Servicer or Special Servicer would have been required to make the determination described in Section 3.30(a)
(as a result of such RAC No-Response Scenario) shall be deemed not to apply regardless of any such determination by the Requesting
Party (or, if the Requesting Party is the related Borrower, the Master Servicer (with respect to Performing Loans) or the Special
Servicer (with respect to Specially Serviced Loans and Serviced REO Loans), as applicable); provided, that the Requesting
Party (or the Master Servicer or the Special Servicer, as applicable) shall in any event review the other conditions required under
the related Loan Documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance
with the Servicing Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.


 


(c)          For
all other matters or actions not specifically discussed in Section 3.30(a) above, the applicable Requesting Party shall
deliver a Rating Agency Confirmation from each Rating Agency.


 


(d)          Notwithstanding
the terms of the related Loan Documents, the other provisions of this Agreement or the applicable Intercreditor Agreement, with
respect to any


 



    -328-


     

    

 


Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the
servicing and administration of the related Whole Loan or any related REO Property (the “Relevant Action”) requires
delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set
forth below in this paragraph, such action shall also require delivery of a Serviced Companion Loan Rating Agency Confirmation
as a condition precedent to such action from each related Serviced Companion Loan Rating Agency. Each Serviced Companion Loan Rating
Agency Confirmation shall be sought by the Master Servicer or Special Servicer, as applicable, depending on whichever such party
is seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a
Serviced Companion Loan Rating Agency Confirmation with respect to any Serviced Companion Loan Securities will be subject to, will
be permitted to be waived by the Master Servicer and the Special Servicer on, and will be deemed not to apply on, the same terms
and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided that the Master
Servicer or Special Servicer, as applicable, depending on which is seeking the subject Serviced Companion Loan Rating Agency Confirmation,
shall forward to one or more of its counterparts (i.e., the Other Servicer or Other Special Servicer, as applicable), the Other
17g-5 Information Provider, or such other party or parties as are agreed to by the Master Servicer or the Special Servicer, as
applicable, and the applicable parties for the related Other Securitization, at the expense of the Other Securitization to the
extent not borne by the related Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request
for such Serviced Companion Loan Rating Agency Confirmation, (ii) all materials forwarded to the 17g-5 Information Provider under
this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately
the same time that such materials are forwarded to the 17g-5 Information Provider and (iii) any other materials that the applicable
Serviced Companion Loan Rating Agency may reasonably request in connection with such Serviced Companion Loan Rating Agency Confirmation
promptly following receipt of such request from the Other Trustee.


 


The Certificate Administrator shall,
promptly following receipt of written request from the Master Servicer or the Special Servicer, as applicable, provide to the Master
Servicer or the Special Servicer, as applicable, the contact information for the Other Servicer, the Other Special Servicer, the
Other Trustee and the Other 17g-5 Information Provider for the Other Securitization, solely to the extent in its possession.


 


Section 3.31   Appointment
and Duties of the Operating Advisor.


 


(a)          Park
Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor.


 


(b)          The
Operating Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in respect of
Specially Serviced Loans, consult, in certain circumstances with the Special Servicer and perform each other obligation of the
Operating Advisor as set forth in this Agreement solely on behalf of the Trust Fund and in the best interest of, and for the benefit
of, the Certificateholders and, with respect to any Serviced Whole Loan (other than the Servicing Shift Whole Loan) for the benefit
of the related Companion Loan Noteholders (as a collective whole as if such Certificateholders and Companion Loan Noteholders constituted
a single lender (and with respect to any Serviced


 



    -329-


     

    

 


Whole Loan with a related Subordinate Companion Loan, taking into account the
subordinate nature of such Subordinate Companion Loan)), and not any particular Class of Certificateholders (as determined by the
Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising
from any relationship that the Operating Advisor or any of its affiliates may have with any of the Borrowers, the Mortgage Loan
Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Holder, any
Risk Retention Consultation Party or any of their respective affiliates (the “Operating Advisor Standard”).
The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the Special Servicer or any other Person in connection
with this Agreement. By purchasing a Certificate, Certificateholders are deemed to acknowledge and agree that there could be multiple
strategies to resolve any Specially Serviced Loan and that the goal of the Operating Advisor’s participation is to provide
additional oversight relating to the Special Servicer’s compliance with the Servicing Standard in making its determinations
as to which strategy to execute.


 


(c)          With
respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan and the Servicing Shift Mortgage Loan) or Serviced Whole
Loan (other than the Servicing Shift Whole Loan), if no Control Termination Event has occurred and is continuing, the Operating
Advisor shall:


 


(i)           promptly
review all information available to Privileged Persons on the Certificate Administrator’s Website relevant to the Operating
Advisor’s obligations under this Agreement;


 


(ii)          promptly
review each Final Asset Status Report; and


 


(iii)         review
any Appraisal Reduction Amount and net present value calculations pursuant to Section 3.31(e) of this Agreement.


 


(d)          With
respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan or the Servicing Shift Mortgage Loan) or Serviced Whole
Loan (other than the Servicing Shift Whole Loan), while a Control Termination Event has occurred and is continuing, the Operating
Advisor shall:


 


(i)           consult
(on a non-binding basis) with the Special Servicer in connection with each Asset Status Report pursuant to Section 3.23(e)
of this Agreement;


 


(ii)          consult
(on a non-binding basis) with the Master Servicer or the Special Servicer, as applicable, in connection with any Major Decision
pursuant to Section 6.07 of this Agreement;


 


(iii)         review,
recalculate and verify the accuracy of any Appraisal Reduction Amount and net present value calculations pursuant to Section 3.31(f)
of this Agreement;


 


(iv)         in
connection with the preparation of the Operating Advisor Annual Report (defined below), review, in accordance with the Operating
Advisor Standard, the Special Servicer’s operational practices on a Platform-Level Basis in respect of Specially Serviced
Loans in order to formulate an opinion as to whether or not those operational practices


 



    -330-


     

    

 


generally satisfy the Servicing Standard
with respect to the resolution and/or liquidation of the Specially Serviced Loans;


 


(v)         within
120 days of the end of the prior calendar year (if any such Mortgage Loans (other than any Servicing Shift Mortgage Loan)
were Specially Serviced Loans during the prior calendar year), deliver an annual report setting forth the Operating Advisor’s
assessment of the Special Servicer’s performance of its duties under this Agreement on a Platform-Level Basis with respect
to the resolution and liquidation of Specially Serviced Loans during the prior calendar year (the “Operating Advisor Annual
Report”) to the Trustee, the Master Servicer, the Certificate Administrator (which shall promptly post such Operating
Advisor Annual Report on the Certificate Administrator’s Website), the related Serviced Companion Loan Noteholder (if any)
and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant
to Section 3.14(d) of this Agreement). Each Operating Advisor Annual Report shall be substantially in the form of Exhibit BB
of this Agreement (which form may be modified or altered as to either its organization or content by the Operating Advisor, subject
to compliance of such form with the terms and provisions of this Agreement) and shall be based on the Operating Advisor’s
review of any annual compliance statement and any assessment of compliance delivered to the Operating Advisor pursuant to Section 10.11
of this Agreement, as applicable, any attestation report delivered to the Operating Advisor pursuant to Section 10.13
of this Agreement, any Asset Status Report, other information (other than any communications between the Directing Holder and the
Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer and oral communications
with the Special Servicer; provided that in no event shall the information or any other content included in the Operating
Advisor Annual Report contravene any provision of this Agreement. Subject to the restrictions in this Agreement, including, without
limitation, Section 3.31(b) of this Agreement, each such Operating Advisor Annual Report shall (A) identify any
material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this
Agreement with respect to the resolution or liquidation of Specially Serviced Loans and (B) comply with all of the confidentiality
requirements applicable to the Operating Advisor described in this Agreement. Promptly upon receipt of each Operating Advisor Annual
Report, the Certificate Administrator shall post such Operating Advisor Annual Report on the Certificate Administrator’s
Website. Each of the Special Servicer and the Directing Holder (for so long as no Consultation Termination Event has occurred and
is continuing) shall be given an opportunity to review any Operating Advisor Annual Report at least five Business Days prior to
its delivery to the Trustee and the Certificate Administrator; provided, that the Operating Advisor shall have no obligation
to consider any comments to such Operating Advisor Annual Report that are provided by the Special Servicer or Directing Holder.
Notwithstanding the foregoing, no Operating Advisor Annual Report shall be required from the Operating Advisor with respect to
the Special Servicer if during the prior calendar year no Asset Status Report was prepared by the Special Servicer in connection
with a Specially Serviced Loan or Serviced REO Property.


 


(vi)         Notwithstanding
anything in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance
shall be based on


 



    -331-


     

    

 


the provisions of this Agreement, (ii) so long as KeyBank National Association is acting as Special Servicer,
it shall not be required to provide its written policies and procedures to the Operating Advisor, except that, in the event the
Operating Advisor’s assessment determines that the Special Servicer has not materially performed its obligations under this
Agreement with respect to a particular Mortgage Loan, and KeyBank National Association rebuts or defends such assessment based
upon its compliance with its written policies and procedures, KeyBank National Association shall produce to the Operating Advisor
the relevant portions of KeyBank National Association’s written policies and procedures, and (iii) the Operating Advisor’s
assessment may not take into account the fact that the Operating Advisor did not have access to the KeyBank National Association
written policies and procedures. The Operating Advisor shall be permitted to review such portions of the policies and procedures
but shall not be permitted to retain hard copies. The Operating Advisor shall keep all information contained in the policies and
procedures strictly confidential, except (A) the Operating Advisor may disclose such information if (i) such information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the Operating Advisor,
or (ii) such disclosure is required by applicable law, rule, order or regulation (as demonstrated by evidence reasonably satisfactory
to the Special Servicer) and (B) the Operating Advisor may disclose a particular portion of the policies and procedures solely
when necessary to support specific conclusions (i) in the Operating Advisor Annual Report, or (ii) in connection with a recommendation
by the Operating Advisor to replace KeyBank National Association as the Special Servicer pursuant to the provisions of this Agreement.
Notwithstanding the foregoing, the Operating Advisor will be permitted to share such information with its Affiliates and any subcontractors
of the Operating Advisor to the extent reasonably necessary to perform the Operating Advisor’s obligations under this Agreement
and provided such Operating Advisor affiliate and subcontractors agree in writing prior to receiving such information to
be bound by the same confidentiality provisions applicable to the Operating Advisor.  Nothing set forth herein shall limit
or affect the scope of the Operating Advisor’s platform level review in connection with its preparation of the Operating
Advisor Annual Report, provided that the Operating Advisor’s access to or reliance upon KeyBank National Association’s
written policies and procedures shall be subject to the terms of the immediately preceding sentence. Notwithstanding the foregoing,
no Operating Advisor Annual Report shall be required from the Operating Advisor with respect to the Special Servicer if during
the prior calendar year no Asset Status Report was prepared by the Special Servicer in connection with a Specially Serviced Loan
or REO Property.


 


(e)          With
respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan or the Servicing Shift Mortgage Loan) or Serviced Whole
Loan (other than the Servicing Shift Whole Loan), if no Control Termination Event has occurred and is continuing, the Special Servicer
will forward any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination
of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor
after such calculations have been finalized. The Operating Advisor shall review such calculations but may not opine on, or otherwise
call into question, such Appraisal Reduction Amount and/or net present value calculations (except that if the Operating Advisor
discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the


 






    -332-


     

    

 


Special Servicer and
the Controlling Class Representative (other than with respect to Excluded Mortgage Loans) of such error).


 


(f)           With
respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan or the Servicing Shift Mortgage Loan) or Serviced Whole
Loan (other than the Servicing Shift Whole Loan), while a Control Termination Event has occurred and is continuing, after the calculation
but prior to the utilization by the Special Servicer of any of the calculations related to (A) Appraisal Reduction Amounts
or (B) net present value, the Special Servicer shall forward such calculations, together with any supporting material or additional
information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to
confirm the mathematical accuracy of such calculations, but not including any Privileged Information and, in the case of the Appraisal
Reduction Amount, only to the extent the Master Servicer has provided such information to the Special Servicer), to the Operating
Advisor promptly, but in any event no later than 2 Business Days after finalizing the preparation of such calculations, and
the Operating Advisor shall promptly, but no later than 3 Business Days after receipt of such calculations and any supporting or
additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of
the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 


In connection with this Section 3.31(f),
if the Operating Advisor does not agree with the mathematical calculations or the application of the applicable non-discretionary
portions of the formula required to be utilized for such calculation, the Operating Advisor and the Master Servicer or the Special
Servicer, as applicable, shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the
application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement
within 5 Business Days of delivery of such calculations to the Operating Advisor. If the Operating Advisor and Special Servicer
are not able to resolve such inaccuracies or disagreement prior to the end of such 5 Business Day period, the Operating Advisor
shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the calculations
and supporting materials provided by the Master Servicer or the Special Servicer, as applicable, and the Operating Advisor and
shall determine which calculation is to apply. In making such determination, the Certificate Administrator may hire an independent
third-party to assist with any such calculation at the expense of the Trust and shall be entitled to conclusively rely on such
third party’s determination (provided such third party has been selected with reasonable care by the Certificate Administrator).


 


(g)          Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with
the terms of Section 4.02(c) of this Agreement.


 


(h)          The
Operating Advisor and its Affiliates shall keep all Privileged Information confidential and shall not disclose such Privileged
Information to any Person (including Certificateholders other than the Controlling Class Representative, other than (1) to the
extent expressly required by this Agreement, to the other parties to this Agreement with a notice indicating that such information
is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that received Privileged
Information from


 



    -333-


     

    

 


the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose
such Privileged Information to any Person without the prior written consent of the Special Servicer, the Controlling Class Representative
and the Directing Holder other than pursuant to a Privileged Information Exception. Subject to the terms and conditions in this
Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information received from the Special
Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.


 


(i)          On
each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts on
deposit in the Collection Account pursuant to Section 3.06 of this Agreement, as applicable. In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation rights. Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds
on deposit in the Collection Account as provided in Section 3.06 of this Agreement, but with respect to the Operating
Advisor Consulting Fee only to the extent such Operating Advisor Consulting Fee is actually received from the related Borrower.
When the Operating Advisor has consultation rights with respect to a Major Decision under this Agreement, the Master Servicer or
the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect
the applicable Operating Advisor Consulting Fee from the related Borrower in connection with such Major Decision, but only to the
extent not prohibited by the related Loan Documents. The Master Servicer or Special Servicer, as applicable, may waive or reduce
the amount of any Operating Advisor Consulting Fee payable by the related Borrower if it determines that such full or partial waiver
is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement
action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided
that the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior to any such waiver
or reduction.


 


Section 3.32   Delivery of
Excluded Information to the Certificate Administrator.


 


(a)          Any
Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance
of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.32 shall not
be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 4.02(b). When so posted, Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Mortgage Loans on the Certificate Administrator’s Website (unless loan-by-loan segregation is later performed by the
Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class
Mortgage Loan(s)). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have


 



    -334-


     

    

 


any obligations to separately
label and deliver any Excluded Information in accordance with this Section 3.32 until such party has received notice with respect
to the related Excluded Controlling Class Mortgage Loan in the form of Exhibit L-1E to this Agreement. Nothing set forth
in this Agreement shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect to which
the Controlling Class Representative or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available on the Certificate Administrator’s Website, such Controlling Class Representative or Controlling
Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Mortgage Loan shall
be permitted to obtain such information upon reasonable request in accordance with Section 3.14(c) and the Master Servicer
and the Special Servicer, as applicable, may require and rely on such certifications prior to releasing any such information.


 


Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01   Distributions. (a) On each Distribution Date, amounts
held in the Lower-Tier Distribution Account shall be withdrawn (to the extent of the Available Funds, including or reduced by,
to the extent required by Section 3.05(e) of this Agreement, the Withheld Amounts, plus any amount withdrawn from the
Gain-on-Sale Reserve Account pursuant to Section 3.05(i) of this Agreement) in the case of all Classes of Lower-Tier
Regular Interests (such amount, the “Lower-Tier Distribution Amount”). On each Distribution Date, distributions
in respect of principal shall be deemed to have been made on each Class of Lower-Tier Regular Interests in an amount equal to the
amount of principal actually distributed on its respective Corresponding Regular Interests as provided in Section 4.01(b)
of this Agreement. As of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Lower-Tier Principal
Balance thereof. On each Distribution Date, distributions of interest made in respect of any Class of Regular Interests on each
Distribution Date pursuant to Section 4.01(b) or Section 9.01 of this Agreement shall be deemed to have
first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest
set forth in the Preliminary Statement to this Agreement; provided that each Lower-Tier Regular Interest shall be deemed
to have received distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect of the
Class X Strip Rate of its Corresponding Class X Component, as applicable, in each case to the extent actually distributed to the
related Class of Corresponding Regular Interests as provided in Section 4.01(b) of this Agreement.


 


All distributions of reimbursements
of Realized Losses and Additional Trust Fund Expenses made in respect of any Regular Interest on each Distribution Date pursuant
to Section 4.01(b) of this Agreement shall be deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement to this Agreement;
provided, that distributions of reimbursements of Realized Losses and Additional Trust Fund Expenses shall be made in sequential
order of the priority set forth in this Section 4.01(a) for principal distributions, up to


 



    -335-


     

    

 


the amount of Realized Losses
and Additional Trust Fund Expenses previously allocated to a particular Lower-Tier Regular Interest corresponding to such Regular
Interest.


 


On each Distribution Date, the Certificate
Administrator shall apply amounts related to each Prepayment Premium and Yield Maintenance Charge then on deposit in the Lower-Tier
Distribution Account and received during or prior to the related Collection Period to the Lower-Tier Regular Interests in proportion
to the amount of principal deemed distributed to each Class of Lower-Tier Regular Interests on such Distribution Date pursuant
to this Section 4.01(a).


 


The Certificate Administrator shall
be deemed to deposit the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and any Yield Maintenance Charges
distributed to the Upper-Tier REMIC pursuant to this Section 4.01(a) into the Upper-Tier Distribution Account. Any
amount in respect of the Mortgage Pool that remains in the Lower-Tier Distribution Account on each Distribution Date after the
deemed distribution described in the preceding sentence shall be distributed to the Holders of the Class R Certificates with
respect to the Class R Certificates (in respect of the Class LTR Interest) (but only to the extent of such amount for such Distribution
Date remaining in the Lower-Tier Distribution Account, if any).


 


(b)          On
each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier Distribution Account the amounts deposited
in the Upper-Tier Distribution Account in respect of such Distribution Date pursuant to Section 4.01(a) of this Agreement,
and distribute such amount to the Holders of the Class R Certificates and to the Regular Interest Distribution Account in respect
of the Holders of the Regular Interests in the amounts and in the order of priority set forth below:


 


(i)           First,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-D, Class
X-E, Class X-F and Class X-G Regular Interests, in respect of interest, up to an amount equal to, and pro rata in accordance
with, the respective aggregate Interest Distribution Amount for those Regular Interests;


 


(ii)          Second,
to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Regular Interests, in reduction of the Certificate
Balances thereof, in the following priority:


 


(A)       first,
to the Class A-SB Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount for such Distribution Date, until the Certificate Balance of such Regular Interest is reduced to the Class A-SB Planned
Principal Balance;


 


(B)       second,
to the Class A-1 Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-SB Regular Interest pursuant to (A) above in this
clause (b)(ii)) for such Distribution Date, until the Certificate Balance of such Regular Interest is reduced to zero;


 



    -336-


     

    

 


(C)       third,
to the Class A-2 Regular Interest, in reduction of Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1 and Class A-SB Regular Interests pursuant
to (A) and (B) above in this clause (b)(ii)) for such Distribution Date, until the aggregate Certificate Balance of such Regular
Interest is reduced to zero;


 


(D)       fourth,
to the Class A-3 Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2 and Class A-SB Regular Interests
pursuant to (A), (B) and (C) above in this clause (b)(ii)) for such Distribution Date, until the Certificate Balance of such
Regular Interest is reduced to zero;


 


(E)       fifth,
to the Class A-4 Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-SB and Class A-3
Regular Interests pursuant to (A), (B), (C) and (D) above in this clause (b)(ii)) for such Distribution Date, until the Certificate
Balance of such Regular Interest is reduced to zero;


 


(F)       sixth,
to the Class A-SB Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB
Regular Interests pursuant to (A), (B), (C), (D) and (E) above in this clause (b)(ii)) for such Distribution Date, until the
Certificate Balance of such Regular Interest is reduced to zero;


 


(iii)         Third,
to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Regular Interests, up to an amount equal to, and
pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to those Regular Interests;


 


(iv)        Fourth,
to the Class A-M Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(v)         Fifth,
to the Class A-M Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of
such Regular Interest is reduced to zero;


 


(vi)         Sixth,
to the Class A-M Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest;


 


(vii)       Seventh,
to the Class B Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(viii)      Eighth,
to the Class B Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of


 



    -337-


     

    

 


Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of
such Regular Interest is reduced to zero;


 


(ix)         Ninth,
to the Class B Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest;


 


(x)          Tenth,
to the Class C Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(xi)         Eleventh,
to the Class C Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of
such Regular Interest is reduced to zero;


 


(xii)        Twelfth,
to the Class C Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest;


 


(xiii)       Thirteenth,
to the Class D Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(xiv)       Fourteenth,
to the Class D Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of
such Regular Interest is reduced to zero;


 


(xv)        Fifteenth,
to the Class D Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest;


 


(xvi)       Sixteenth,
to the Class E Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(xvii)      Seventeenth,
to the Class E Regular Interest in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount, less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Regular Interest is reduced to zero;


 


(xviii)     Eighteenth,
to the Class E Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest;


 


(xix)       Nineteenth,
to the Class F Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(xx)        Twentieth,
to the Class F Regular Interest in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Regular Interest is reduced to zero;


 


(xxi)       Twenty-first,
to the Class F Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest;


 



    -338-


     

    

 


(xxii)      Twenty-second,
to the Class G Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
of such Regular Interest;


 


(xxiii)     Twenty-third,
to the Class G Regular Interest in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Regular Interest is reduced to zero;


 


(xxiv)     Twenty-fourth,
to the Class G Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Regular Interest; and


 


(xxv)      Twenty-fifth,
to the Class R Certificates (in respect of the Class UTR Interest), any amounts remaining in the Upper-Tier Distribution Account.


 


Notwithstanding the foregoing, on each
Distribution Date occurring on and after the Cross-Over Date, regardless of the allocation of principal payments described in priority
Second above, the Principal Distribution Amount for such Distribution Date will be distributed pursuant to Section 4.01(b)(ii)
to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Regular Interests, pro rata, based on their respective
Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Regular
Interest is reduced to zero.


 


(c)          Amounts
distributed on the Regular Interests pursuant to Section 4.01(b) shall be further distributed from the Regular Interest
Distribution Account to the Holders of the Certificates (other than the Class R Certificates) as set forth below:


 


(i)           On
each Distribution Date, simultaneously with the distributions made on the Class A-1 Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class A-1 Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-1 Certificates, the Class V1-A Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-1 Certificates in respect of interest, up to an amount equal to the Class A-1 Percentage
Interest of the amount distributed in respect of interest on the Class A-1 Regular Interest under Section 4.01(b)(i), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-1 Regular Interest under Section 4.01(b)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class A-1 Regular Interest under Section 4.01(b)(i);


 


(B)       second,
concurrently, to (1) the Class A-1 Certificates in respect of principal, up to an amount equal to the Class A-1 Percentage
Interest of the amount distributed in respect of principal on the Class A-1 Regular Interest under Section 4.01(b)(ii),
(2) the Class V1-A Certificates in respect of principal, up to


 




    -339-


     

    

 


an amount equal to the Class V1-A Percentage Interest of the
amount distributed in respect of principal on the Class A-1 Regular Interest under Section 4.01(b)(ii), and (3) the
Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed
in respect of principal on the Class A-1 Regular Interest under Section 4.01(b)(ii); and


 

(C)       third,
concurrently, to (1) the Class A-1 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
A-1 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-1 Regular Interest
under Section 4.01(b)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-1
Regular Interest under Section 4.01(b)(iii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-1 Regular Interest under Section 4.01(b)(iii).


 


(ii)          On
each Distribution Date, simultaneously with the distributions made on the Class A-2 Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class A-2 Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-2 Certificates, the Class V1-A Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-2 Certificates in respect of interest, up to an amount equal to the Class A-2 Percentage
Interest of the amount distributed in respect of interest on the Class A-2 Regular Interest under Section 4.01(b)(i), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-2 Regular Interest under Section 4.01(b)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class A-2 Regular Interest under Section 4.01(b)(i);


 


(B)       second,
concurrently, to (1) the Class A-2 Certificates in respect of principal, up to an amount equal to the Class A-2 Percentage
Interest of the amount distributed in respect of principal on the Class A-2 Regular Interest under Section 4.01(b)(ii),
(2) the Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the
amount distributed in respect of principal on the Class A-2 Regular Interest under Section 4.01(b)(ii), and (3) the
Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed
in respect of principal on the Class A-2 Regular Interest under Section 4.01(b)(ii); and


 


(C)       third,
concurrently, to (1) the Class A-2 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
A-2 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on


 



    -340-


     

    

 


the Class A-2 Regular Interest
under Section 4.01(b)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-2
Regular Interest under Section 4.01(b)(iii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-2 Regular Interest under Section 4.01(b)(iii).


 


(iii)         On
each Distribution Date, simultaneously with the distributions made on the Class A-SB Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class A-SB Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-SB Certificates, the Class V1-A Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-SB Certificates in respect of interest, up to an amount equal to the Class A-SB Percentage
Interest of the amount distributed in respect of interest on the Class A-SB Regular Interest under Section 4.01(b)(i), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-SB Regular Interest under Section 4.01(b)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class A-SB Regular Interest under Section 4.01(b)(i);


 


(B)       second,
concurrently, to (1) the Class A-SB Certificates in respect of principal, up to an amount equal to the Class A-SB Percentage
Interest of the amount distributed in respect of principal on the Class A-SB Regular Interest under Section 4.01(b)(ii),
(2) the Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the
amount distributed in respect of principal on the Class A-SB Regular Interest under Section 4.01(b)(ii), and (3) the
Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed
in respect of principal on the Class A-SB Regular Interest under Section 4.01(b)(ii); and


 


(C)       third,
concurrently, to (1) the Class A-SB Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the
Class A-SB Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-SB Regular Interest
under Section 4.01(b)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-SB
Regular Interest under Section 4.01(b)(iii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-SB Regular Interest under Section 4.01(b)(iii).


 



    -341-


     

    

 


(iv)         On
each Distribution Date, simultaneously with the distributions made on the Class A-3 Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class A-3 Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-3 Certificates, the Class V1-A Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-3 Certificates in respect of interest, up to an amount equal to the Class A-3 Percentage
Interest of the amount distributed in respect of interest on the Class A-3 Regular Interest under Section 4.01(b)(i), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-3 Regular Interest under Section 4.01(b)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class A-3 Regular Interest under Section 4.01(b)(i);


 


(B)       second,
concurrently, to (1) the Class A-3 Certificates in respect of principal, up to an amount equal to the Class A-3 Percentage
Interest of the amount distributed in respect of principal on the Class A-3 Regular Interest under Section 4.01(b)(ii),
(2) the Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the
amount distributed in respect of principal on the Class A-3 Regular Interest under Section 4.01(b)(ii), and (3) the
Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed
in respect of principal on the Class A-3 Regular Interest under Section 4.01(b)(ii); and


 


(C)       third,
concurrently, to (1) the Class A-3 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
A-3 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-3 Regular Interest
under Section 4.01(b)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-3
Regular Interest under Section 4.01(b)(iii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-3 Regular Interest under Section 4.01(b)(iii).


 


(v)          On
each Distribution Date, simultaneously with the distributions made on the Class A-4 Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class A-4 Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-4 Certificates, the Class V1-A Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-4 Certificates in respect of interest, up to an amount equal to the Class A-4 Percentage
Interest of the amount


 



    -342-


     

    

 


distributed in respect of interest on the Class A-4 Regular Interest under Section 4.01(b)(i), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-4 Regular Interest under Section 4.01(b)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class A-4 Regular Interest under Section 4.01(b)(i);


 


(B)       second,
concurrently, to (1) the Class A-4 Certificates in respect of principal, up to an amount equal to the Class A-4 Percentage
Interest of the amount distributed in respect of principal on the Class A-4 Regular Interest under Section 4.01(b)(ii),
(2) the Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the
amount distributed in respect of principal on the Class A-4 Regular Interest under Section 4.01(b)(ii), and (3) the
Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed
in respect of principal on the Class A-4 Regular Interest under Section 4.01(b)(ii); and


 


(C)       third,
concurrently, to (1) the Class A-4 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
A-4 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-4 Regular Interest
under Section 4.01(b)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-4
Regular Interest under Section 4.01(b)(iii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-4 Regular Interest under Section 4.01(b)(iii).


 


(vi)         On
each Distribution Date, simultaneously with the distributions made on the Class X-A Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class X-A Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-A Certificates, the Class V1-A Certificates and the Class V2 Certificates,
concurrently, to (1) the Class X-A Certificates in respect of interest, up to an amount equal to the Class X-A Percentage
Interest of the amount distributed in respect of interest on the Class X-A Regular Interest under Section 4.01(b)(i), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class X-A Regular Interest under Section 4.01(b)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class X-A Regular Interest under Section 4.01(b)(i).


 


(vii)        On
each Distribution Date, simultaneously with the distributions made on the Class X-B Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class X-B Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-B Certificates, the


 



    -343-


     

    

 


Class V1-B Certificates and the Class V2 Certificates,
concurrently, to (1) the Class X-B Certificates in respect of interest, up to an amount equal to the Class X-B Percentage
Interest of the amount distributed in respect of interest on the Class X-B Regular Interest under Section 4.01(b)(i), (2) the
Class V1-B Certificates in respect of interest, up to an amount equal to the Class V1-B Percentage Interest of the amount distributed
in respect of interest on the Class X-B Regular Interest under Section 4.01(b)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class X-B Regular Interest under Section 4.01(b)(i).


 


(viii)       On
each Distribution Date, simultaneously with the distributions made on the Class X-D Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class X-D Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-D Certificates, the Class V1-D Certificates and the Class V2 Certificates,
concurrently, to (1) the Class X-D Certificates in respect of interest, up to an amount equal to the Class X-D Percentage
Interest of the amount distributed in respect of interest on the Class X-D Regular Interest under Section 4.01(b)(i), (2) the
Class V1-D Certificates in respect of interest, up to an amount equal to the Class V1-D Percentage Interest of the amount distributed
in respect of interest on the Class X-D Regular Interest under Section 4.01(b)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class X-D Regular Interest under Section 4.01(b)(i).


 


(ix)         On
each Distribution Date, simultaneously with the distributions made on the Class X-E Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class X-E Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-E Certificates, the Class V1-E Certificates and the Class V2 Certificates,
concurrently, to (1) the Class X-E Certificates in respect of interest, up to an amount equal to the Class X-E Percentage
Interest of the amount distributed in respect of interest on the Class X-E Regular Interest under Section 4.01(b)(i), (2) the
Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of interest on the Class X-E Regular Interest under Section 4.01(b)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class X-E Regular Interest under Section 4.01(b)(i).


 


(x)          On
each Distribution Date, simultaneously with the distributions made on the Class X-F Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class X-F Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-F Certificates, the Class V1-E Certificates and the Class V2 Certificates,
concurrently, to (1) the Class X-F Certificates in respect of interest, up to an amount equal to the Class X-F Percentage
Interest of the amount distributed in respect of interest on the Class X-F Regular Interest under Section 4.01(b)(i), (2) the
Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect


 



    -344-


     

    

 


of interest on the Class X-F Regular Interest under Section 4.01(b)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class X-F Regular Interest under Section 4.01(b)(i).


 


(xi)         On
each Distribution Date, simultaneously with the distributions made on the Class X-G Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class X-G Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-G Certificates, the Class V1-E Certificates and the Class V2 Certificates,
concurrently, to (1) the Class X-G Certificates in respect of interest, up to an amount equal to the Class X-G Percentage
Interest of the amount distributed in respect of interest on the Class X-G Regular Interest under Section 4.01(b)(i), (2) the
Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of interest on the Class X-G Regular Interest under Section 4.01(b)(i), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class X-G Regular Interest under Section 4.01(b)(i).


 


(xii)        On
each Distribution Date, simultaneously with the distributions made on the Class A-M Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class A-M Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-M Certificates, the Class V1-A Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-M Certificates in respect of interest, up to an amount equal to the Class A-M Percentage
Interest of the amount distributed in respect of interest on the Class A-M Regular Interest under Section 4.01(b)(iv), (2) the
Class V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-M Regular Interest under Section 4.01(b)(iv), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class A-M Regular Interest under Section 4.01(b)(iv);


 


(B)       second,
concurrently, to (1) the Class A-M Certificates in respect of principal, up to an amount equal to the Class A-M Percentage
Interest of the amount distributed in respect of principal on the Class A-M Regular Interest under Section 4.01(b)(v), (2) the
Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of principal on the Class A-M Regular Interest under Section 4.01(b)(v), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class A-M Regular Interest under Section 4.01(b)(v); and


 



    -345-


     

    

 


(C)       third,
concurrently, to (1) the Class A-M Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
A-M Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-M Regular Interest
under Section 4.01(b)(vi), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-M
Regular Interest under Section 4.01(b)(vi), and (3) the Class V2 Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class A-M Regular Interest under Section 4.01(b)(vi).


 


(xiii)       On
each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class B Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class B Certificates, the Class V1-B Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class B Certificates in respect of interest, up to an amount equal to the Class B Percentage Interest
of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(b)(vii), (2) the
Class V1-B Certificates in respect of interest, up to an amount equal to the Class V1-B Percentage Interest of the amount distributed
in respect of interest on the Class B Regular Interest under Section 4.01(b)(vii), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class B Regular Interest under Section 4.01(b)(vii);


 


(B)       second,
concurrently, to (1) the Class B Certificates in respect of principal, up to an amount equal to the Class B Percentage Interest
of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.01(b)(viii), (2) the
Class V1-B Certificates in respect of principal, up to an amount equal to the Class V1-B Percentage Interest of the amount distributed
in respect of principal on the Class B Regular Interest under Section 4.01(b)(viii), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class B Regular Interest under Section 4.01(b)(viii); and


 


(C)       third,
concurrently, to (1) the Class B Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular Interest under
Section 4.01(b)(ix), (2) the Class V1-B Certificates in respect of unreimbursed Realized Losses, up to an amount equal
to the Class V1-B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular
Interest under Section 4.01(b)(ix), and (3) the Class V2 Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class V2 Percentage Interest of the


 



    -346-


     

    

 


amount distributed in respect of unreimbursed Realized Losses
on the Class B Regular Interest under Section 4.01(b)(ix).


 


(xiv)      On
each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class C Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class C Certificates, the Class V1-C Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class C Certificates in respect of interest, up to an amount equal to the Class C Percentage Interest
of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(b)(x), (2) the
Class V1-C Certificates in respect of interest, up to an amount equal to the Class V1-C Percentage Interest of the amount distributed
in respect of interest on the Class C Regular Interest under Section 4.01(b)(x), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class C Regular Interest under Section 4.01(b)(x);


 


(B)       second,
concurrently, to (1) the Class C Certificates in respect of principal, up to an amount equal to the Class C Percentage Interest
of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.01(b)(xi), (2) the
Class V1-C Certificates in respect of principal, up to an amount equal to the Class V1-C Percentage Interest of the amount distributed
in respect of principal on the Class C Regular Interest under Section 4.01(b)(xi), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class C Regular Interest under Section 4.01(b)(xi); and


 


(C)       third,
concurrently, to (1) the Class C Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest under
Section 4.01(b)(xii), (2) the Class V1-C Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C
Regular Interest under Section 4.01(b)(xii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class C Regular Interest under Section 4.01(b)(xii).


 


(xv)       On
each Distribution Date, simultaneously with the distributions made on the Class D Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class D Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class D Certificates, the Class V1-D Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 



    -347-


     

    

 


(A)       first,
concurrently, to (1) the Class D Certificates in respect of interest, up to an amount equal to the Class D Percentage Interest
of the amount distributed in respect of interest on the Class D Regular Interest under Section 4.01(b)(xiii), (2) the
Class V1-D Certificates in respect of interest, up to an amount equal to the Class V1-D Percentage Interest of the amount distributed
in respect of interest on the Class D Regular Interest under Section 4.01(b)(xiii), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class D Regular Interest under Section 4.01(b)(xiii);


 


(B)       second,
concurrently, to (1) the Class D Certificates in respect of principal, up to an amount equal to the Class D Percentage Interest
of the amount distributed in respect of principal on the Class D Regular Interest under Section 4.01(b)(xiv), (2) the
Class V1-D Certificates in respect of principal, up to an amount equal to the Class V1-D Percentage Interest of the amount distributed
in respect of principal on the Class D Regular Interest under Section 4.01(b)(xiv), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class D Regular Interest under Section 4.01(b)(xiv); and


 


(C)       third,
concurrently, to (1) the Class D Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
D Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class D Regular Interest under
Section 4.01(b)(xv), (2) the Class V1-D Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-D Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class D
Regular Interest under Section 4.01(b)(xv), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class D Regular Interest under Section 4.01(b)(xv).


 


(xvi)       On
each Distribution Date, simultaneously with the distributions made on the Class E Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class E Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class E Certificates, the Class V1-E Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class E Certificates in respect of interest, up to an amount equal to the Class E Percentage Interest
of the amount distributed in respect of interest on the Class E Regular Interest under Section 4.01(b)(xvi), (2) the
Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of interest on the Class E Regular Interest under Section 4.01(b)(xvi), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class E Regular Interest under Section 4.01(b)(xvi);


 



    -348-


     

    

 


(B)       second,
concurrently, to (1) the Class E Certificates in respect of principal, up to an amount equal to the Class E Percentage Interest
of the amount distributed in respect of principal on the Class E Regular Interest under Section 4.01(b)(xvii), (2) the
Class V1-E Certificates in respect of principal, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of principal on the Class E Regular Interest under Section 4.01(b)(xvii), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class E Regular Interest under Section 4.01(b)(xvii); and


 


(C)       third,
concurrently, to (1) the Class E Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
E Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class E Regular Interest under
Section 4.01(b)(xviii), (2) the Class V1-E Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-E Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class E
Regular Interest under Section 4.01(b)(xviii), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class E Regular Interest under Section 4.01(b)(xviii).


 


(xvii)       On
each Distribution Date, simultaneously with the distributions made on the Class F Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class F Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class F Certificates, the Class V1-E Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class F Certificates in respect of interest, up to an amount equal to the Class F Percentage Interest
of the amount distributed in respect of interest on the Class F Regular Interest under Section 4.01(b)(xix), (2) the
Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of interest on the Class F Regular Interest under Section 4.01(b)(xix), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class F Regular Interest under Section 4.01(b)(xix);


 


(B)       second,
concurrently, to (1) the Class F Certificates in respect of principal, up to an amount equal to the Class F Percentage Interest
of the amount distributed in respect of principal on the Class F Regular Interest under Section 4.01(b)(xx), (2) the
Class V1-E Certificates in respect of principal, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of principal on the Class F Regular Interest under Section 4.01(b)(xx), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class F Regular Interest under Section 4.01(b)(xx); and


 



    -349-


     

    

 


(C)       third,
concurrently, to (1) the Class F Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
F Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class F Regular Interest under
Section 4.01(b)(xxi), (2) the Class V1-E Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-E Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class F
Regular Interest under Section 4.01(b)(xxi), and (3) the Class V2 Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class F Regular Interest under Section 4.01(b)(xxi).


 


(xviii)     On
each Distribution Date, simultaneously with the distributions made on the Class G Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class G Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class G Certificates, the Class V1-E Certificates and the Class V2 Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class G Certificates in respect of interest, up to an amount equal to the Class G Percentage Interest
of the amount distributed in respect of interest on the Class G Regular Interest under Section 4.01(b)(xxii), (2) the
Class V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of interest on the Class G Regular Interest under Section 4.01(b)(xxii), and (3) the Class V2 Certificates
in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest
on the Class G Regular Interest under Section 4.01(b)(xxii);


 


(B)       second,
concurrently, to (1) the Class G Certificates in respect of principal, up to an amount equal to the Class G Percentage Interest
of the amount distributed in respect of principal on the Class G Regular Interest under Section 4.01(b)(xxiii), (2) the
Class V1-E Certificates in respect of principal, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of principal on the Class G Regular Interest under Section 4.01(b)(xxiii), and (3) the Class V2 Certificates
in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal
on the Class G Regular Interest under Section 4.01(b)(xxiii); and


 


(C)       third,
concurrently, to (1) the Class G Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
G Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class G Regular Interest under
Section 4.01(b)(xxiv), (2) the Class V1-E Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-E Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class G
Regular Interest under Section 4.01(b)(xxiv), and (3) the Class V2 Certificates in respect of


 



    -350-


     

    

 


unreimbursed Realized
Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class G Regular Interest under Section 4.01(b)(xxiv).


 


(d)          On
each Distribution Date, following the distribution from the Lower-Tier Distribution Account in respect of the Lower-Tier Regular
Interests pursuant to Section 4.01(a) of this Agreement, the Certificate Administrator shall make distributions of
any Prepayment Premiums and Yield Maintenance Charges received in the related Collection Period from amounts deposited in the Upper-Tier
Distribution Account pursuant to Section 3.05(f) of this Agreement, as follows:


 


Prepayment Premiums and Yield Maintenance
Charges received with respect to the Mortgage Loans shall be distributed to the Class A-1, Class A-2, Class A-SB, Class
A-3, Class A-4, Class A-M, Class B, Class C and Class D Regular Interests in an amount equal to, in the case of each
such Class, the product of (a) a fraction, not greater than one, the numerator of which is the amount distributed as
principal to such Class on such Distribution Date, and whose denominator is the total amount distributed as principal to the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and Class G Regular
Interests on such Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and such Class of
Regular Interests and (c) the aggregate amount of the Prepayment Premiums or the Yield Maintenance Charges, as applicable,
collected on such Principal Prepayment during the related Collection Period.


 


Any Yield Maintenance Charges or Prepayment
Premiums collected during the related Collection Period remaining after such distributions described in the preceding paragraph
(the “IO Group YM Distribution Amount”) shall be allocated and distributed in the following manner:


 


(i)         to
the Class X-A Regular Interest, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate
amount of principal distribution to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-M Regular
Interests on such Distribution Date and the denominator of which is the total Principal Distribution Amount in respect of such
Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


 


(ii)        to
the Class X-B Regular Interest, in an amount equal to the product of (a) a fraction, the numerator of which is the amount
of principal distribution to the Class B Regular Interest on such Distribution Date and the denominator of which is the total Principal
Distribution Amount in respect of such Distribution Date, multiplied by (b), the IO Group YM Distribution Amount;


 


(iii)       to
the Class X-D Regular Interest, in an amount equal to the product of (a) a fraction, the numerator of which is the amount
of principal distribution to the Class D Regular Interest on such Distribution Date and the denominator of which is the total
Principal Distribution Amount in respect of


 



    -351-


     

    

 


such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


 


(iv)        to
the Class X-E Regular Interest, in an amount equal to the product of (a) a fraction, the numerator of which is the amount
of principal distribution to the Class E Regular Interest on such Distribution Date and the denominator of which is the total
Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


 


(v)         to
the Class X-F Regular Interest, in an amount equal to the product of (a) a fraction, the numerator of which is the amount
of principal distribution to the Class F Regular Interest on such Distribution Date and the denominator of which is the total
Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount; and


 


(vi)        to
the Class X-G Regular Interest, the IO Group YM Distribution Amount remaining after such distribution to the holders of the Class X-A,
Class X-B, Class X-D, Class X-E and Class X-F Regular Interests described in (i) through (v) above.


 


On each Distribution Date, any Yield
Maintenance Charges or Prepayment Premiums distributed in respect of:


 


(i)          the
Class A-1 Regular Interest shall be further allocated between and distributed on the Class A-1 Certificates, the Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(ii)         the
Class A-2 Regular Interest shall be further allocated between and distributed on the Class A-2 Certificates, the Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(iii)        the
Class A-SB Regular Interest shall be further allocated between and distributed on the Class A-SB Certificates, the Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class A-SB Percentage Interest, the Class V1-A Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(iv)        the
Class A-3 Regular Interest shall be further allocated between and distributed on the Class A-3 Certificates, the Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 



    -352-


     

    

 


(v)         the
Class A-4 Regular Interest shall be further allocated between and distributed on the Class A-4 Certificates, the Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(vi)        the
Class X-A Regular Interest shall be further allocated between and distributed on the Class X-A Certificates, the Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class X-A Percentage Interest, the Class V1-A Percentage Interest
and the Class V2 Percentage Interest, respectively;


 


(vii)       the
Class A-M Regular Interest shall be further allocated between and distributed on the Class A-M Certificates, the Class V1-A Certificates
and the Class V2 Certificates, pro rata in proportion to the Class A-M Percentage Interest, the Class V1-A Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(viii)      the
Class X-B Regular Interest shall be further allocated between and distributed on the Class X-B Certificates, the Class V1-B Certificates
and the Class V2 Certificates, pro rata in proportion to the Class X-B Percentage Interest, the Class V1-B Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(ix)        the
Class B Regular Interest shall be further allocated between and distributed on the Class B Certificates, the Class V1-B Certificates
and the Class V2 Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(x)         the
Class C Regular Interest shall be further allocated between and distributed on the Class C Certificates, the Class V1-C Certificates
and the Class V2 Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V1-C Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(xi)        the
Class X-D Regular Interest shall be further allocated between and distributed on the Class X-D Certificates, the Class V1-D Certificates
and the Class V2 Certificates, pro rata in proportion to the Class X-D Percentage Interest, the Class V1-D Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(xii)       the
Class D Regular Interest shall be further allocated between and distributed on the Class D Certificates, the Class V1-D Certificates
and the Class V2 Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage
Interest and the Class V2 Percentage Interest, respectively;


 



    -353-


     

    

 


(xiii)       the
Class X-E Regular Interest shall be further allocated between and distributed on the Class X-E Certificates, the Class V1-E Certificates
and the Class V2 Certificates, pro rata in proportion to the Class X-E Percentage Interest, the Class V1-E Percentage
Interest and the Class V2 Percentage Interest, respectively;


 


(xiv)      the
Class X-F Regular Interest shall be further allocated between and distributed on the Class X-F Certificates, the Class V1-E Certificates
and the Class V2 Certificates, pro rata in proportion to the Class X-F Percentage Interest, the Class V1-E Percentage
Interest and the Class V2 Percentage Interest, respectively; and


 


(xv)       the
Class X-G Regular Interest shall be further allocated between and distributed on the Class X-G Certificates, the Class V1-E Certificates
and the Class V2 Certificates, pro rata in proportion to the Class X-G Percentage Interest, the Class V1-E Percentage
Interest and the Class V2 Percentage Interest, respectively.


 


(e)          On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (or sub-account
thereof) and shall distribute such amounts in the following manner:


 


(i)           (A) from
amounts in the Gain-on-Sale Reserve Account allocable to a Mortgage Loan (other than a Mortgage Loan related to a Serviced Whole
Loan), to reimburse the Holders of the Regular Interests (other than the Class X Regular Interests) (in the same order as that
set forth in Section 4.01(b) of this Agreement, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses,
if any, previously allocated to them and unreimbursed after application of Available Funds for such Distribution Date, and any
amount so distributed on any Regular Interest shall be made correspondingly to the Classes of Corresponding Certificates with respect
to such Regular Interest (in the same order and proportions as that set forth in Section 4.01(c)); and (B) from amounts
in the Gain-on-Sale Reserve Account allocable to the Serviced Whole Loans, first, in accordance with the terms of the related
Intercreditor Agreement, and then, to the extent allocated to the related Mortgage Loan, pursuant to the terms of such Intercreditor
Agreement, to reimburse the Holders of the Regular Interests (other than Class X Regular Interests), up to an amount equal to all
Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to them and unreimbursed after application of
Available Funds for such Distribution Date, and any amount so distributed on any Regular Interest shall be made correspondingly
to the Classes of Corresponding Certificates with respect to such Regular Interest (in the same order and proportions as that set
forth in Section 4.01(c)); and


 


(ii)          any
amounts remaining in the Gain-on-Sale Reserve Account after such distributions on any Distribution Date that (A) are allocable
to the Mortgage Loans, shall be held and maintained in such account and applied to offset future Realized Losses and Additional
Trust Fund Expenses from time to time; and (B) are allocable to the Serviced Companion Loans, shall be remitted within one
Business Day after each such Distribution Date by the Certificate Administrator to the Master Servicer (which shall remit to the


 



    -354-


     

    

 


Serviced Companion Loan Noteholders in accordance with Section 3.05(h)). On any Distribution Date, amounts held in
the Gain-on-Sale Reserve Account (other than amounts allocable to any related Serviced Companion Loan pursuant to the terms of
any related Intercreditor Agreement) that exceed amounts reasonably required (as determined by the Certificate Administrator) to
offset future Realized Losses and Additional Trust Fund Expenses shall be distributed to the Holders of the Class R Certificates
(in respect of the Class LTR Interest) and upon termination of the Trust Fund, any amounts remaining in the Gain-on-Sale Reserve
Account (other than amounts allocable to any related Serviced Companion Loan pursuant to the terms of any related Intercreditor
Agreement) shall be distributed by the Certificate Administrator to the Class R Certificates (in respect of the Class LTR Interest).
Amounts paid with respect to the Mortgage Loans from the Gain-on-Sale Reserve Account pursuant to the preceding clauses (i)
and (ii) shall first be deemed to have been distributed to the Lower-Tier Regular Interests in reimbursement of Realized Losses
and Additional Trust Fund Expenses previously allocated thereto in the same manner as provided in Section 4.01(a) of
this Agreement. Amounts paid from the Gain-on-Sale Reserve Account will not reduce the Certificate Balances of any Class of Regular
Certificates, Class of Class V Certificates or any Regular Interest receiving such distributions.


 


(f)          On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01(b),
the Certificate Administrator shall calculate the amount, if any, of Realized Losses for such Distribution Date. Any allocation
of Realized Losses to any Regular Interest (other than the Class X Regular Interests) shall be made by reducing the Certificate
Balance thereof by the amount so allocated. The allocation of Realized Losses shall constitute allocations of losses and other
shortfalls experienced by the Trust Fund. Reimbursement of previously allocated Realized Losses will not constitute distributions
of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the applicable Regular
Interest in respect of which any such reimbursement is made. To the extent any Nonrecoverable Advances (plus interest thereon)
that were reimbursed from principal collections on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution
Amount are subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance
of the Regular Interests that previously were allocated Realized Losses, first, to the Class A-1, Class A-2, Class A-SB,
Class A-3 and Class A-4 Regular Interests, pro rata, then to the remainder of the Regular Interests (other than the
Class X Regular Interests) in sequential order, in each case up to the amount of the unreimbursed Realized Losses allocated to
such Regular Interest, and any amount so distributed on any Regular Interest shall be made correspondingly to the Classes of Corresponding
Certificates with respect to such Regular Interest (in the same order and proportions as that set forth in Section 4.01(c)).
If the Certificate Balance of any Regular Interest is so increased, the amount of unreimbursed Realized Losses of such Regular
Interest shall be decreased by such amount.


 


The Certificate Balances of each Regular
Interest (other than the Class X Regular Interests) will be reduced without distribution on any Distribution Date as a write-off
to the extent of any Realized Losses, allocated to such Regular Interest with respect to such date. Any such write-offs will be
applied to the Classes of Regular Interests (other than the Class X Regular Interests) in the following order, in each case until
the Certificate Balance of such Class is


 



    -355-


     

    

 


reduced to zero: first, to the Class G Regular Interest; second, to the
Class F Regular Interest; third, to the Class E Regular Interest; fourth, to the Class D Regular Interest;
fifth, to the Class C Regular Interest; sixth, to the Class B Regular Interest; seventh, to the Class A-M
Regular Interest; and finally, to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Regular Interests,
pro rata, based on their respective Certificate Balances.


 


Any such write-offs applied in respect
of:


 


(i)           the
Class A-1 Regular Interest shall be further allocated to the Class A-1 Certificates, the Class V1-A Certificates and the Class
V2 Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2 Percentage Interest, respectively;


 


(ii)          the
Class A-2 Regular Interest shall be further allocated to the Class A-2 Certificates, the Class V1-A Certificates and the Class
V2 Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2 Percentage Interest, respectively;


 


(iii)         the
Class A-SB Regular Interest shall be further allocated to the Class A-SB Certificates, the Class V1-A Certificates and the Class
V2 Certificates, pro rata in proportion to the Class A-SB Percentage Interest, the Class V1-A Percentage Interest and the
Class V2 Percentage Interest, respectively;


 


(iv)         the
Class A-3 Regular Interest shall be further allocated to the Class A-3 Certificates, the Class V1-A Certificates and the Class
V2 Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2 Percentage Interest, respectively;


 


(v)          the
Class A-4 Regular Interest shall be further allocated to the Class A-4 Certificates, the Class V1-A Certificates and the Class
V2 Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2 Percentage Interest, respectively;


 


(vi)         the
Class A-M Regular Interest shall be further allocated to the Class A-M Certificates, the Class V1-A Certificates and the Class
V2 Certificates, pro rata in proportion to the Class A-M Percentage Interest, the Class V1-A Percentage Interest and the
Class V2 Percentage Interest, respectively;


 


(vii)        the
Class B Regular Interest shall be further allocated to the Class B Certificates, the Class V1-B Certificates and the Class V2 Certificates,
pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage Interest and the Class V2 Percentage
Interest, respectively;


 


(viii)       the
Class C Regular Interest shall be further allocated to the Class C Certificates, the Class V1-C Certificates and the Class V2 Certificates,
pro rata in proportion to the Class C Percentage Interest, the Class V1-C Percentage Interest and the Class V2 Percentage
Interest, respectively;


 



    -356-


     

    

 


(ix)         the
Class D Regular Interest shall be further allocated to the Class D Certificates, the Class V1-D Certificates and the Class V2 Certificates,
pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage Interest and the Class V2 Percentage
Interest, respectively;


 


(x)          the
Class E Regular Interest shall be further allocated to the Class E Certificates, the Class V1-E Certificates and the Class V2 Certificates,
pro rata in proportion to the Class E Percentage Interest, the Class V1-E Percentage Interest and the Class V2 Percentage
Interest, respectively;


 


(xi)         the
Class F Regular Interest shall be further allocated to the Class F Certificates, the Class V1-E Certificates and the Class V2 Certificates,
pro rata in proportion to the Class F Percentage Interest, the Class V1-E Percentage Interest and the Class V2 Percentage
Interest, respectively;


 


(xii)        the
Class G Regular Interest shall be further allocated to the Class G Certificates, the Class V1-E Certificates and the Class V2 Certificates,
pro rata in proportion to the Class G Percentage Interest, the Class V1-E Percentage Interest and the Class V2 Percentage
Interest, respectively.


 


Any Realized Losses so allocated to
any Class of Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests
evidenced thereby.


 


Any amounts recovered in respect of
amounts previously written off as Realized Losses shall be distributed on the Regular Interests (other than the Class X Regular
Interests) as a recovery of Realized Losses previously allocated to such Regular Interests in reverse order of allocation of Realized
Losses thereto in accordance with Section 4.01(b) of this Agreement, and any amount so distributed on any Regular Interest
shall be made correspondingly to the Classes of Corresponding Certificates with respect to such Regular Interest (in the same order
and proportions as that set forth in Section 4.01(c)). Additional Trust Fund Expenses and shortfalls in Available Funds
due to extraordinary expenses of the Trust Fund (including indemnification expenses), a reduction in the Mortgage Rate on a Mortgage
Loan by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable powers, or otherwise, shall
be treated as and allocated in the same manner as Realized Losses.


 


With respect to any Distribution Date,
any Realized Losses allocated pursuant to this Agreement with respect to such Distribution Date shall reduce the Lower-Tier Principal
Balances of the Lower-Tier Regular Interests as a write-off and shall be allocated among the Lower-Tier Regular Interests in the
same priority as the Class of Corresponding Regular Interests.


 


(g)         All
amounts distributable to a Class of Certificates pursuant to this Section 4.01 on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located
in the United


 



    -357-


     

    



  


States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set
forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


(h)       Except
as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator
shall, as soon as reasonably practicable within the month preceding the month in which the final distribution with respect to any
Class of Certificates is expected to be made, mail to each Holder of such Class of Certificates on such date a notice to the effect
that:


 


(A)       the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Certificate Administrator therein specified, and


 


(B)       if
such final distribution is made on such Distribution Date, no interest shall accrue on such Certificates from and after such Distribution
Date;


 


provided that the Class R Certificates shall remain
outstanding until no Regular Interests or Lower-Tier Regular Interests are outstanding.


 


Any funds not distributed to any Holder
or Holders of such Classes of Certificates on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held for the benefit of the appropriate non-tendering Holder or Holders.
If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering Holders to surrender their Certificates for cancellation to receive the final distribution with
respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Holders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such
Holders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after the second notice
any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to the Certificate Administrator
all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the
benefit of such Holders until the earlier of (i) its termination as Certificate Administrator hereunder and the transfer of
such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such
amounts to the Holders of the Class R Certificates. No interest shall accrue or be payable to any Holder on any amount held hereunder
or by the Certificate Administrator as a result of such Holder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with this


 






    -358-


     

    






 


Section 4.01(h). Any such amounts transferred to the Certificate Administrator may
be invested in Permitted Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


(i)       Shortfalls
in Available Funds resulting from Excess Prepayment Interest Shortfalls shall be allocated to, and Compensating Interest Payments
shall be deemed distributed to, (1) each Regular Interest, pro rata, based upon the Interest Accrual Amount distributable
to each such Regular Interest prior to reduction by such Excess Prepayment Interest Shortfalls, and any amount so allocated or
deemed to be distributed to any Regular Interest shall correspondingly be allocated or deemed to be distributed to the Classes
of Corresponding Certificates for such Regular Interest, pro rata in accordance with their respective Class Percentage Interests
in such Regular Interest, and (2) each Class of Lower-Tier Regular Interests, pro rata, based on their respective Lower-Tier
Principal Balances. Compensating Interest Payments shall be deposited by the Master Servicer into the Collection Account on or
prior to the Master Servicer Remittance Date.


 


(j)       On
the final Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate
Administrator who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that
it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding
Master Servicer Remittance Date in accordance with Section 3.06(e)(v) of this Agreement.


 


(k)       On
each Distribution Date, any Excess Interest received with respect to each ARD Loan during the related Collection Period shall be
distributed to the Holders of the Class S, Class V1-E and Class V2 Certificates from the Excess Interest Distribution Account established
pursuant to Section 3.05(k). Any Excess Interest remaining in the Excess Interest Distribution Account on the final
Distribution Date shall be distributed to the Holders of the Class S, Class V1-E and Class V2 Certificates in accordance with the
Class S Percentage Interest, Class V1-E Percentage Interest and Class V2 Percentage Interest, respectively.


 


Section 4.02      Statements
to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others. (a)
On each Distribution Date, the Certificate Administrator shall prepare and make available on the Certificate
Administrator’s Website to each Certificateholder a statement (substantially in the form set forth as Exhibit K
to this Agreement and based on the information set forth in (i) the CREFC® Investor Reporting Package
(CREFC® IRP) prepared by the Master Servicer (other than the CREFC® Special Servicer Loan File)
and the other reports prepared by the Master Servicer, Certificate Administrator and Special Servicer relating to such
Distribution Date, including the CREFC® Special Servicer Loan File, upon which information the Certificate
Administrator may conclusively rely, in accordance with CREFC® guidelines and (ii) the
CREFC® Reconciliation of Funds Template prepared by the Certificate Administrator) as to distributions made on
such Distribution Date (each, a “Distribution Date Statement”) setting forth (with respect to each Class
of Certificates) the following information:


 


(i)          the
Record Date, Interest Accrual Period, and Determination Date for such Distribution Date;


 






    -359-


     

    

 


(ii)         the
aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates with a Certificate
Balance in reduction of the Certificate Balance of those Certificates;


 


(iii)        the
aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates (other than
the Class R and Class S Certificates) allocable to (A) the Interest Accrual Amount, and/or (B) Interest Shortfalls;


 


(iv)        the
aggregate amount of Advances made in respect of the Distribution Date and the amount of interest paid on Advances since the prior
Distribution Date (including, to the extent material, the general use of funds advanced and general source of funds for reimbursements);


 


(v)         the
aggregate amount of compensation, if any, paid to the Trustee, the Certificate Administrator, CREFC®, the Operating
Advisor and the Asset Representations Reviewer and servicing compensation, if any, paid to the Master Servicer and the Special
Servicer for the related Determination Date and any other fees or expenses accrued and paid from the Trust Fund;


 


(vi)        (A)
the Available Funds for the Distribution Date, (B) the total amount of all principal and/or interest distributions, as well as
any other distributions (other than Yield Maintenance Charges), properly made on or in respect of any Class of Regular Certificates,
any Class of Class V Certificates and any Regular Interests with respect to such Distribution Date and (C) any other cash flows
received on the Mortgage Loans and applied to pay fees and expenses (including the components of the Available Funds, or such other
cash flows);


 


(vii)       the
amount of the distribution on the Distribution Date to the holders of any Class of Regular Certificates, any Class of Class V Certificates
and any Regular Interests allocable to Prepayment Premiums and Yield Maintenance Charges;


 


(viii)      the
accrued Interest Accrual Amount in respect of each Regular Interest (and the proportionate interest therein of each Class of Regular
Certificates and Class V Certificates) for such Distribution Date;


 


(ix)      
 the Pass-Through Rate for each Class of Regular Certificates, each Class of Class V Certificates and each Regular
Interest for the Distribution Date and the next succeeding Distribution Date;


 


(x)       
 the Principal Distribution Amount for the Distribution Date;


 


(xi)        the
aggregate Certificate Balance or aggregate Notional Amount, as the case may be, of each Class of Certificates (other than the Class
S or Class R Certificates), immediately before and immediately after such Distribution Date, separately identifying any reduction
in the aggregate Certificate Balance (or, if applicable, the aggregate Notional Amount) of each such Class as a result of the allocation
of any Realized Loss and/or Additional Trust Fund Expenses on such Distribution Date;


 






    -360-


     

    

 


(xii)       the
fraction, expressed as a decimal carried to at least eight places, the numerator of which is the then related Certificate Balance,
and the denominator of which is the related initial aggregate Certificate Balance, for each Class of Regular Certificates, each
Class of Class V Certificates and each Regular Interest immediately following the Distribution Date;


 


(xiii)       the
amount of any Appraisal Reduction Amounts, Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amounts allocated during
the related Collection Period on a loan-by-loan basis; and the total Appraisal Reduction Amounts, Collateral Deficiency Amounts
and Cumulative Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan basis;


 


(xiv)      the
number and related Stated Principal Balance of any Mortgage Loans modified, extended or waived on a loan-by-loan basis since the
previous Determination Date (including a description of any material modifications, extensions or waivers to Mortgage Loan terms,
fees, penalties or payments during the Collection Period or that have cumulatively become material over time);


 


(xv)       the
amount of any remaining unpaid Interest Shortfalls for each Class of Regular Certificates, each Class of Class V Certificates and
each Regular Interest as of the Distribution Date;


 


(xvi)      an
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment (other than Liquidation Proceeds and
Insurance Proceeds) during the related Collection Period and the amount of Principal Prepayment occurring, together with the aggregate
amount of Principal Prepayments made during the related Collection Period;


 


(xvii)     an
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date;


 


(xviii)    the
amount of the distribution to the holders of each Class of Certificates on the Distribution Date attributable to reimbursement
of Realized Losses;


 


(xix)       as
to any Mortgage Loan repurchased by a Mortgage Loan Seller or otherwise liquidated or disposed of during the related Collection
Period, (A) the Loan Number of the related Mortgage Loan and (B) the amount of proceeds of any repurchase of a Mortgage
Loan, Liquidation Proceeds and/or other amounts, if any, received thereon during the related Collection Period and the portion
thereof included in the Available Funds for such Distribution Date;


 


(xx)       the
amount on deposit in each of the Interest Reserve Account and the Gain-on-Sale Reserve Account before and after giving effect to
the distribution made on such Distribution Date (and any material account activity since the prior Distribution Date);


 


(xxi)       the
then-current credit support levels for each Class of Certificates (other than the Class X, Class S and Class R Certificates);


 






    -361-


     

    

 


(xxii)     the
original and then-current ratings of each Class of Certificates (other than the Class S and Class R Certificates);


 


(xxiii)    with
respect to any REO Loan as to which the related Mortgaged Property became an REO Property during the preceding calendar month,
the city, state, property type, latest Debt Service Coverage Ratio and the current Stated Principal Balance;


 


(xxiv)    with
respect to any REO Property included in the Trust Fund at the close of business on the related Determination Date (A) the
Loan Number of the related Mortgage Loan and (B) the value of such REO Property based on the most recent Appraisal or valuation;


 


(xxv)     with
respect to any Serviced REO Property sold or otherwise disposed of during the related Collection Period and for which a Final Recovery
Determination has been made, (A) the Loan Number of the related Mortgage Loan, (B) the Realized Loss attributable to the related
Mortgage Loan, (C) the amount of sale proceeds and other amounts, if any, received in respect of such Serviced REO Property during
the related Collection Period and the portion thereof included in the Available Funds for such Distribution Date, (D) the date
of the Final Recovery Determination and (E) the balance of the Gain-on-Sale Reserve Account for such Distribution Date;


 


(xxvi)    the
amount of the distribution on the Distribution Date to the holders of the Class S and Class R Certificates;


 


(xxvii)    material
breaches of Mortgage Loan representations and warranties or any covenants under this Agreement of which the Certificate Administrator
has received or delivered written notice;


 


(xxviii)  the
identity of the Operating Advisor;


 


(xxix)     the
amount of Realized Losses, Additional Trust Fund Expenses and Interest Shortfalls, if any, incurred with respect to the Mortgage
Loans during the related Collection Period and in the aggregate for all prior Collection Periods (except to the extent reimbursed
or paid);


 


(xxx)      an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the
related Collection Period;


 


(xxxi)     the
identity of the Controlling Class;


 


(xxxii)    the
identity of the Controlling Class Representative; and


 


(xxxiii)  
such other information as contemplated by Exhibit K to this Agreement.


 


In the case of information furnished
pursuant to sub-clauses (ii), (iii), (v), (vii), (viii), (xv) and (xviii) above, the amounts shall be expressed as a dollar
amount in the aggregate for all Certificates of each applicable Class and per $1,000 of original Certificate Balance or Notional
Amount, as the case may be.


 






    -362-


     

    

 


The Master Servicer may omit from the
reports that it delivers to the Certificate Administrator (and the Special Servicer may omit from the reports it delivers to the
Master Servicer) in connection with the preparation of the Distribution Date Statement any information that the Master Servicer
or the Special Servicer, as applicable, regards as confidential, so long as such information is not required to be disclosed pursuant
to Item 1125 of Regulation AB. None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator
shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, the Depositor, any Sponsor,
any party to this Agreement or a master servicer, a special servicer or other similar party under an Other Pooling and Servicing
Agreement or other third party that is included in any reports, statements, materials or information prepared or provided by the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable.


 


If and for so long as the Trust is
subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any SEC filing shall
include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates.


 


On each Distribution Date, the Certificate
Administrator shall make available to each Holder of a Class R Certificate a copy of the reports made available to the other Certificateholders
on such Distribution Date and a statement setting forth the amounts, if any, actually distributed with respect to the Class R Certificates
on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent
that it provided substantially comparable information pursuant to any requirements of the Code as from time to time in force.


 


The Certificate Administrator has not
obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and posting
of such information to the Certificate Administrator’s Website, unless the Certificate Administrator has an explicit obligation
to review or prepare such information.


 


Within a reasonable period of time
after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar
year was a Certificateholder of record, a report summarizing on an annual basis (if appropriate) the items provided to Certificateholders
pursuant to clauses (ii) and (iii) above as to the applicable Class, aggregated for such calendar year or applicable portion
thereof during which such person was a Certificateholder, together with such other information that the Certificate Administrator
deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable such Certificateholders
to prepare their federal income tax returns. Such information shall include the amount of original issue discount accrued on each
Class of Certificates held by Persons other than Holders exempted from the reporting requirements and information regarding the
expenses of the Trust Fund. Such requirement shall be deemed to be satisfied to the extent such information is provided pursuant
to applicable requirements of the Code from time to time in force.


 


On each Distribution Date, the Certificate
Administrator shall deliver the related Distribution Date Statement to the Depositor in electronic format to dbinvestor@list.db.com
(or to such other address as the Depositor shall specify by written notice to the Certificate Administrator).


 






    -363-


     

    

 


Upon receipt of any Asset Review Report
Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 11.04(e), the Certificate Administrator
shall include such summary in Item 1B on the Form 10-D for such period in which the Asset Review Report Summary was delivered.


 


(b)       The
Certificate Administrator shall make available via the Certificate Administrator’s Website, to any Privileged Person (provided
that the Prospectus, the Distribution Date Statements and the SEC filings will be made available to the general public, and provided,
further that any Privileged Person that is a Borrower Party shall only be entitled to access documents made available to
the general public) the following items, in each case to the extent received by the Certificate Administrator:


 


(i)       the
following “deal documents”:


 


(A)       the
Prospectus;


 


(B)       this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date (if any), the
Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)       the
CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 


(ii)       the
following “SEC EDGAR filings”:


 


(A)       any
reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the
EDGAR system;


 


(iii)       the
following “periodic reports”:


 


(A)       the
Distribution Date Statements;


 


(B)       the
supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (CREFC® IRP)” (other than the CREFC® Loan Setup File), to the
extent it has received or prepared such report or file; and


 


(C)       all
Operating Advisor Annual Reports.


 


(iv)       the
following “additional documents”:


 


(A)       the
summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format; and


 


(B)       any
other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format; and


 






    -364-


     

    

 


(C)       the
CREFC®  Appraisal Reduction Template;


 


(v)       the
following “special notices”:


 


(A)       any
notice with respect to a release pursuant to Section 3.10(h);


 


(B)       all
Special Notices;


 


(C)       notice
of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(D)       notice
of final payment on the Certificates;


 


(E)       all
notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;


 


(F)       notice
of termination or resignation of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee);


 


(G)       any
notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report
prepared by the Operating Advisor in connection with such recommendation;


 


(H)       any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer;


 


(I)       notice
of the Certificate Administrator’s determination that an Asset Review Trigger is in effect and any other notice required
to be delivered to the Certificateholders pursuant to Section 11.01;


 


(J)       any
Asset Review Report Summary received by the Certificate Administrator;


 


(K)       any
and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance;


 


(L)       any
notice of the termination of the Trust;


 


(M)       any
notice of the occurrence and continuance of a Control Termination Event;


 


(N)       any
notice of the occurrence of a Consultation Termination Event;


 






    -365-


     

    

 


(O)       any
notice of the occurrence of an Operating Advisor Termination Event;


 


(P)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(Q)      any
Proposed Course of Action Notice;


 


(R)       all
of the annual compliance statements and annual assessments as to compliance delivered to the Certificate Administrator since the
Closing Date pursuant to Section 10.11 and Section 10.12 of this Agreement; and


 


(S)       all
of the annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since
the Closing Date pursuant to Section 10.13 of this Agreement;


 


(vi)         the
Investor Q&A Forum;


 


(vii)     
  solely to Certificateholders and Certificate Owners, the Investor Registry; and


 


(viii)       the
“Risk Retention” tab;


 


provided that with respect to
a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Mortgage
Loan, the Certificate Administrator shall only be required to make available such notice of the occurrence and continuance of a
Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the
Certificate Administrator has been notified of such Excluded Mortgage Loan.


 


Notwithstanding the foregoing, all
Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” (and
not under any of the tabs or headings described in items (i) through (vii) above) and made available to Privileged Persons other
than Excluded Controlling Class Holders (unless loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access by an Excluded Controlling Class Holder shall only be prohibited with respect to the related Excluded Controlling
Class Mortgage Loans).


 


Any Person that is a Borrower Party
shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to the general public:
the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate Administrator’s
Website, and (b) in the case of the Controlling Class Representative or a Controlling Class Certificateholder, if any such Person
becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee in physical form of an investor certification substantially in the forms of Exhibit
L-1D and Exhibit L-1E and upon delivery to the Certificate Administrator in physical form of an investor certification
substantially in the form of Exhibit L-1F, which shall include each of the CTSLink User ID’s associated with such
Excluded


 






    -366-


     

    

 


Controlling Class Holder, all information (other than Excluded Information) available on the Certificate Administrator’s
Website (unless loan-by-loan segregation is later performed by the Certificate Administrator in which case such access by an Excluded
Controlling Class Holder shall only be prohibited with respect to the related Excluded Controlling Class Mortgage Loans).


 


In the case of the Controlling Class
Representative or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an investor
certification substantially in the form of Exhibit L-1B hereto, such Controlling Class Representative or Controlling Class
Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor certification
in the form of Exhibit L-1B hereto from the Controlling Class Representative or a Controlling Class Certificateholder to
the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit
L-1D hereto from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such Person
is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Mortgage Loan(s). In the event the
Controlling Class Representative or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party
shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and
the Trustee in writing substantially in the form of Exhibit L-1E that such party is an Excluded Controlling Class Holder
and identify the Excluded Controlling Class Mortgage Loan(s) and thereafter shall not be entitled to any Excluded Information related
to such Excluded Controlling Class Mortgage Loan(s) and made available on the Certificate Administrator’s Website. With respect
to any Excluded Information, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label such
information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator
shall segregate on the Certificate Administrator’s Website such Excluded Information (and may be segregated on loan-by-loan
basis) from information relating to other Mortgage Loans. Notwithstanding anything herein to the contrary, each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively assume that the
Controlling Class Representative and all beneficial owners of the Certificates of the Controlling Class are not Excluded Controlling
Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator,
as applicable, has received such notice from the Controlling Class Representative or a Controlling Class Certificateholder that
it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or
the Certificate Administrator shall be liable for any communication to the Controlling Class Representative or Controlling Class
Certificateholder or disclosure of Excluded Information if the Master Servicer, the Special Servicer, the Operating Advisor or
the Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded
Controlling Class Mortgage Loan (including, in the case of a summary of an Asset Status Report or Final Asset Status Report delivered
to the Certificate Administrator for posting to the Certificate Administrator’s Website and/or any failure to label any such
information provided to the Certificate Administrator).


 


Each of the Master Servicer, the Special
Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on (i) any written notice
from the


 






    -367-


     

    

 


Controlling Class Representative or a Controlling Class Certificateholder that it is no longer an Excluded Controlling
Class Holder and (ii) any certification delivered by the Controlling Class Representative or a Controlling Class Certificateholder,
as applicable, substantially in the form of Exhibit L1-B that such Person is no longer an Excluded Controlling Class Holder.
To the extent the Controlling Class Representative or a Controlling Class Certificateholder receives access pursuant to this Agreement
to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information,
such Controlling Class Representative or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not
directly or indirectly provide any information related to the Excluded Controlling Class Mortgage Loan to the related Borrower
or to any Excluded Controlling Class Holder or (A) any employees or personnel of such Controlling Class Representative or Controlling
Class Certificateholder or any Affiliate involved in the management of any investment in the related Borrower or the related Mortgaged
Property or (B) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower,
and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the
obligations described in clause (i) above.


 


To the extent either of the Risk Retention
Consultation Parties or a Holder of an RRI Interest receives access pursuant to this Agreement to any information solely related
to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports, Final Asset
Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special Servicer
or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator
regarding the Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations, and any
Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case other than information with respect to
such Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level), on the Certificate Administrator’s
Website or otherwise receives access to such information, such Risk Retention Consultation Party or Holder of an RRI Interest shall
be deemed to have agreed that it (i) will not directly or indirectly provide any such information to (A) the related Borrower Party,
(B) any employees or personnel of such Risk Retention Consultation Party or Holder of an RRI Interest or any of its Affiliates
involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual
knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting
Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any such Excluded
Mortgage Loan) shall be considered information that is aggregated with information of other Mortgage Loans at a pool level.


 


The Certificate Administrator makes
no representations or warranties as to the accuracy or completeness of such information and assumes no responsibility therefor.
In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator
for which it is not the original source. The Certificate Administrator shall not be responsible for the accuracy or completeness
of any


 






    -368-


     

    

 


information supplied to it by the Master Servicer or Special Servicer that is included in any reports, statements, materials
or information prepared or provided by the Master Servicer or Special Servicer, as applicable, and the Certificate Administrator
shall be entitled to conclusively rely upon the Master Servicer’s reports and the Special Servicer’s reports without
any duty or obligation to recompute, verify or re-evaluate any of the amounts or other information stated therein. In connection
with providing access to the Certificate Administrator’s Internet website, the Certificate Administrator may require registration
and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any Excluded Information
to the extent such information was included in any summary of an Asset Status Report or Final Asset Status Report delivered to
the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified as Excluded
Information.


 


The Certificate Administrator shall
have no any liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s Website of any
information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant to this Agreement
if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower Party.


 


The provisions in this Section shall
not limit the Master Servicer’s ability to make accessible certain information regarding the Mortgage Loans at a website
maintained by the Master Servicer.


 


(c)       The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A
Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and
Certificate Owners who are Privileged Persons may (A) submit questions to the Certificate Administrator relating to the Distribution
Date Statement, (B) submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports
being made available pursuant to this Section 4.02(c), the Mortgage Loans or the Mortgaged Properties (other than a
Non-Serviced Mortgage Loan or related Mortgaged Properties) and (C) submit questions to the Operating Advisor relating to
the Operating Advisor Annual Reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor
has consultation rights, whether or not referenced in any Operating Advisor Annual Reports or other reports prepared by the Operating
Advisor (collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously
submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer
or the Operating Advisor, the Certificate Administrator shall forward the Inquiry to the Master Servicer, the Special Servicer
or the Operating Advisor, as applicable, (and in the case of an inquiry relating to a Non-Serviced Mortgage Loan, to the applicable
party under the Other Pooling and Servicing Agreement) in each case within a commercially reasonable period following receipt thereof.
Following receipt of an Inquiry, the Certificate Administrator, the Master Servicer, the Special Servicer (other than with respect
to the Non-Serviced Mortgage Loans or related Mortgaged Properties) or the Operating Advisor, as applicable, unless it determines
not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer
or the Operating Advisor shall be sent by email to the Certificate Administrator. The Certificate Administrator shall post (within
a


 






    -369-


     

    

 


commercially reasonable period following preparation or receipt of such answer, as the case may be) such Inquiry and the related
answer to the Investor Q&A Forum. If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating
Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope outlined above, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law, this Agreement or the applicable Loan Documents, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, (v) answering such inquiry would require the disclosure of Privileged
Information (subject to the Privileged Information Exception), (vi) answering such inquiry would or is reasonably expected to result
in a waiver of an attorney-client privilege or the disclosure of attorney work product, or (vii) answering any Inquiry is
otherwise not advisable for any reason, it shall not be required to answer such Inquiry and, in the case of the Master Servicer,
the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator, and the Certificate Administrator
shall not post such Inquiry on the Investor Q&A Forum. In addition, no party shall post or otherwise disclose information known
to such party to be Privileged Information as part of its response to any Inquiry. The Certificate Administrator shall notify the
Person who submitted such Inquiry if the Inquiry will not be answered. The Certificate Administrator shall not be required to post
to the Investor Q&A Forum any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion,
is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications
between the Certificate Administrator or other Person which are not submitted via the Investor Q&A Forum. In addition, no party
is permitted to post or otherwise disclose direct communication with the Directing Holder or any Risk Retention Consultation Party
(in its capacity as Risk Retention Consultation Party) as part of its response to any questions. In the case of an Inquiry relating
to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related
non-serviced master servicer or the related non-serviced special servicer, as applicable; provided that the Certificate
Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such answer.


 


(d)       The
Certificate Administrator shall make available to any Certificateholder and Certificate Owner, the Investor Registry. The “Investor
Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders
and Certificate Owners can register and thereafter obtain contact information with respect to any other Certificateholder or Certificate
Owner that has so registered. Any person registering to use the Investor Registry will be required to certify that (a) it
is a Certificateholder or a Certificate Owner and (b) it grants authorization to the Certificate Administrator to make its
name and contact information available on the Investor Registry for at least 45 days from the date of such certification to other
registered Certificateholders and registered Certificate Owners. Such Person shall then be asked to enter certain mandatory fields
such as the individual’s name, the company name and email address, as well as certain optional fields such as address, phone,
and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate Administrator that
it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Certificate
Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying
or validating any information submitted on


 






    -370-


     

    

 


the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any
information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor
Registry.


 


(e)       The
Master Servicer may at its sole cost and expense, but is not required to, make any of the reports or files it delivers pursuant
to this Agreement available on the Master Servicer’s website only with the use of a password, in which case the Master Servicer
shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password shall be
deemed to have agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective Certificateholder
who requests such password, provided that any such Certificateholder or prospective Certificateholder, as the case may be,
has delivered an Investor Certification to the Trustee, the Certificate Administrator and the Master Servicer. In connection with
providing access to the Master Servicer’s website, the Master Servicer may require registration and the acceptance of a disclaimer
and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent the Master
Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the availability, use and disclosure
of such information, and which may provide indemnification to the Master Servicer for any liability or damage that may arise therefrom.
The Master Servicer shall not be liable for dissemination of this information in accordance with this Agreement, provided
that such information otherwise meets the requirements set forth herein with respect to the form and substance of such information
or reports. The Master Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable
disclaimer with respect to information provided, or any assumptions required to be made by such report. Notwithstanding anything
herein to the contrary, the Master Servicer may, at its sole cost and expense, make available by electronic media, bulletin board
service or Internet website any reports or other information the Master Servicer is required or permitted to provide to any Borrower
with respect to such Borrower’s Mortgage Loan or Serviced Whole Loan to the extent such action does not conflict with the
terms of this Agreement, the terms of the related Loan Documents or applicable law. If the Master Servicer is required to deliver
any statement, report or other information under any provision of this Agreement, then, the Master Servicer may satisfy such obligation
by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report
or information in a commonly used electronic format, or (z) making such statement, report or information available on its
website, unless this Agreement expressly specifies a particular method of delivery; provided that all reports required to
be delivered to the Certificate Administrator shall be delivered in accordance with clause (x) or (y) or, upon request,
clause (z).


 


(f)       Subject
to Section 3.13, the Special Servicer shall from time to time (and, in any event, as may be reasonably requested by
the Master Servicer) provide the Master Servicer with such information in its possession regarding the Specially Serviced Loans
and REO Properties as may be reasonably necessary for the Master Servicer to prepare each report and any supplemental information
to be provided by the Master Servicer to the Certificate Administrator. Neither the Certificate Administrator nor the Depositor
shall have any obligation to recompute, verify or recalculate the information provided thereto by the Master Servicer. Unless the
Certificate Administrator has actual knowledge that any report or file received from the Master Servicer contains erroneous information,
the Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders and allocating


 






    -371-


     

    

 


Realized Losses to the Certificates in accordance with Section 4.01 of this Agreement and preparing the statements
to Certificateholders required by Section 4.02(a) of this Agreement.


 


(g)       As
soon as reasonably practicable, upon the written request of and at the expense of any Certificateholder, the Certificate Administrator
shall provide the requesting Certificateholder with such information that is in the Certificate Administrator’s possession
or can reasonably be obtained by the Certificate Administrator as is requested by such Certificateholder, for purposes of satisfying
applicable reporting requirements under Rule 144A under the Securities Act. Neither the Certificate Registrar nor the Certificate
Administrator shall have any responsibility for the sufficiency under Rule 144A or any other securities laws of any available
information so furnished to any person including any prospective purchaser of a Certificate or any interest therein, nor for the
content or accuracy of any information so furnished which was prepared or delivered to them by another.


 


(h)       The
Certificate Administrator shall make available at its offices, during normal business hours, upon not less than two Business Days
prior notice, for review by any Privileged Person and any Serviced Companion Loan Noteholder that is a Privileged Person (solely
with respect to items (ii) and (iii), to the extent such information relates to the related Serviced Companion Loan), originals
or copies of documents relating to the Mortgage Loans and any related REO Properties to the extent in its possession, including,
without limitation, the following items (except to the extent prohibited by applicable law or under any of the related Loan Documents):


 


(i)       any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental
testing contemplated by Section 3.10(f) of this Agreement revealed that neither of the conditions set forth in clauses (i)
and (ii) thereof was satisfied;


 


(ii)       the
most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been made
available by the related Borrower) and/or lease summaries and retail sales information, if any, received from the Master Servicer
or the Special Servicer in respect to each Mortgaged Property;


 


(iii)       the
Mortgage File, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan or Serviced Whole Loan
entered into by the Master Servicer and/or the Special Servicer and delivered to the Certificate Administrator; and


 


(iv)       any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the
Securities Act.


 


The Certificate Administrator may require
a Privileged Person to execute an Investor Certification prior to granting access to such information, which may be in the form
of a “click-through” confirmation. Copies of any and all of the foregoing items will be available from the Certificate
Administrator upon request. The Certificate Administrator will be permitted to require payment by the requesting party (other than
a Rating Agency) of a sum sufficient to cover the reasonable costs and expenses of making such information available and providing
any


 






    -372-


     

    

 


copies thereof. The Certificate Administrator’s obligation under this Section 4.02(h) to make available any document
is subject to the Certificate Administrator’s receipt of such document.


 


The Certificate Administrator shall
not be liable for providing or disseminating information in accordance with the terms of this Agreement.


 


(i)       The
Depositor hereby authorizes the Certificate Administrator to make available to any Financial Market Publisher or such other vendor
chosen by the Depositor that submits to the Certificate Administrator a certification substantially in the form of Exhibit L-2
to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made
available pursuant to this Section 4.02 to Privileged Persons.


 


Section 4.03      Compliance
with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Paying Agent shall comply
with all federal withholding requirements with respect to payments to Certificateholders and other payees of interest,
original issue discount or other amounts that the Paying Agent reasonably believes are applicable under the Code. The consent
of Certificateholders or payees shall not be required for any such withholding, and the Certificateholders shall be required
to provide the Certificate Administrator with such forms and such other information reasonably requested by the Certificate
Administrator. If the Paying Agent or its agent withholds any amount from interest, original issue discount payments or other
amounts or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements, the Paying Agent
shall indicate the amount withheld to such Certificateholder or payee. Any amount so withheld shall be treated as having been
distributed to such Certificateholder for all purposes of this Agreement.


 


Section 4.04      REMIC
Compliance.   (a) The parties intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall constitute,
and that the affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify it as, a
“real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions at all
times any Certificates are outstanding, and the provisions hereof shall be interpreted consistently with this intention. In
furtherance of such intention, the Certificate Administrator shall, to the extent permitted by applicable law, act as agent,
and is hereby appointed to act as agent, of each such REMIC and shall on behalf of each such REMIC:


 


(i)       make
or cause to be made an election, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, to be treated as a REMIC on
Form 1066 for its first taxable year, in accordance with the REMIC Provisions;


 


(ii)       prepare
and timely file, or cause to be prepared and timely filed, and cause the Trustee to sign (and the Trustee shall sign), all required
Tax Returns for the Lower-Tier REMIC and the Upper-Tier REMIC, using a calendar year as the taxable year for each of such REMIC
as required by the REMIC Provisions and other applicable federal, state or local income tax laws;


 


(iii)       prepare
and forward, or cause to be prepared and forwarded, to the Certificateholders and the IRS and applicable state and local tax authorities
all information reports as and when required to be provided to them in accordance with the REMIC Provisions;


 






    -373-


     

    

 


(iv)       if
the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through (iii) of this
Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of the Lower-Tier REMIC and
the Upper-Tier REMIC as a REMIC or is otherwise required by the Code, prepare and file or distribute, or cause to be prepared and
signed and filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code
or comparable provisions of state and local law;


 


(v)       within
30 days of the Closing Date, obtain a taxpayer identification number for each of the Lower-Tier REMIC and the Upper-Tier REMIC
on IRS Form SS-4 and (in the case of the Upper-Tier REMIC only), furnish or cause to be furnished to the IRS, on Form 8811 or as
otherwise may be required by the Code, the name, title and address of the person that the Certificateholders may contact for tax
information relating thereto (and the Certificate Administrator shall act as the representative of the Upper-Tier REMIC for this
purpose), together with such additional information as may be required by such Form, and shall update such information at the time
or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date to provide
any information reasonably requested by the Master Servicer, the Special Servicer or the Certificate Administrator and necessary
to make such filing); and


 


(vi)       maintain
such records relating to the Lower-Tier REMIC and the Upper-Tier REMIC as may be necessary to prepare the foregoing returns, schedules,
statements or information, such records, for federal income tax purposes, to be maintained on a calendar year and on an accrual
basis.


 


The Holder of the largest Percentage
Interest of the Class R Certificates shall be the tax matters person pursuant to Treasury Regulations Section 1.860F-4(d)
and shall be the “partnership representative” within the meaning of Section 6223 of the Code (to the extent such provision
is applicable to the Trust REMICs) of each Trust REMIC. If more than one Holder shall hold an equal Percentage Interest of the
Class R Certificates larger than that held by any other Holder, the first such Holder to have acquired such Class R Certificates
shall be such tax matters person or “partnership representative”. The Certificate Administrator shall act as attorney-in-fact
and agent for the tax matters person and/or “partnership representative” of the Lower-Tier REMIC and the Upper-Tier
REMIC, and each Holder of a Percentage Interest of the Class R Certificates, by acceptance hereof, is deemed to have consented
to the Certificate Administrator’s appointment in such capacities and agrees to execute any documents required to give effect
thereto, and any fees and expenses incurred by the Certificate Administrator in connection with any audit or administrative or
judicial proceeding shall be paid by the Trust Fund.


 


The Certificate Administrator shall
not intentionally take any action or intentionally omit to take any action if, in taking or omitting to take such action, the Certificate
Administrator has actual knowledge that such action or omission (as the case may be) would cause the termination of the REMIC status
of the Lower-Tier REMIC or the Upper-Tier REMIC or the imposition of tax on the Lower-Tier REMIC or the Upper-Tier REMIC (other
than a tax on income expressly permitted to be received by the terms of this Agreement). Notwithstanding any provision of this
paragraph to the contrary, the Certificate Administrator shall not be required to take any action that the Certificate Administrator
in good faith believes to be


 






    -374-


     

    

 


inconsistent with any other provision of this Agreement, nor shall the Certificate Administrator be
deemed in violation of this paragraph if it takes any action expressly required or authorized by any other provision of this Agreement,
and the Certificate Administrator shall have no responsibility or liability with respect to any act or omission of the Depositor,
the Trustee, the Master Servicer or the Special Servicer which does not enable the Certificate Administrator to comply with any
of clauses (i) through (vi) of the first paragraph of this Section 4.04(a) or which results in any action contemplated
by clauses (i) or (ii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) exercise
reasonable care not to allow the occurrence of any “prohibited transactions” within the meaning of Section 860F(a) of
the Code, unless the party seeking such action shall have delivered to the Certificate Administrator an Opinion of Counsel (at
such party’s expense) that such occurrence would not (A) result in a taxable gain, (B) otherwise subject the Lower-Tier
REMIC or the Upper-Tier REMIC to tax (other than a tax at the highest marginal corporate tax rate on net income from foreclosure
property), or (c) cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC; and (ii) exercise
reasonable care not to allow the Trust Fund to receive any contributions, or any income from the performance of services or from
assets not permitted under the REMIC Provisions to be held by a REMIC (provided, that the receipt of any income expressly
permitted or contemplated by the terms of this Agreement shall not be deemed to violate this clause). None of the Master Servicer,
the Special Servicer, the Trustee or the Depositor shall be (i) permitted to take any action that the Certificate Administrator
would not be permitted to take pursuant to the preceding two sentences or (ii) responsible or liable (except in connection
with taking any act or omission referred to in the two preceding sentences or the following sentence) for any failure by the Certificate
Administrator to comply with the provisions of this Section 4.04. The Depositor, the Trustee, the Master Servicer and
the Special Servicer shall cooperate in a timely manner with the Certificate Administrator in supplying any information within
the Depositor’s, the Trustee’s, the Master Servicer’s or the Special Servicer’s control (other than any
confidential information) that is reasonably necessary to enable the Certificate Administrator to perform its duties under this
Section 4.04.


 


The Certificate Administrator shall
be responsible for the preparation of IRS Form W-9, if requested. The Trustee shall be entitled to rely on any information contained
therein and is hereby directed to execute such IRS Form W-9; provided, that the Certificate Administrator shall be directed
to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by applicable Treasury Regulations.


 


The Certificate Administrator’s
authority under this Agreement includes the authority to make, and the Certificate Administrator is hereby directed to make, any
elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor provisions) to any REMIC
and (ii) to avoid payment by any Trust REMIC under Section 6226 of the Code (or successor provisions) of any tax, penalty, interest
or other amount imposed under the Code that would otherwise be imposed on any Holder of any Class R Certificate, past or present.
A Holder of any Class R Certificate agrees, by acquiring such interest, to any such elections and to the Certificate Administrator’s
acting as agent for any tax matters person or other representative of a REMIC that can be designated under the Code.


 


(b)       The
following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and


 






    -375-


     

    

 


original issue discount with respect to the Regular Interests: (i) each Mortgage Loan will
pay principal and interest in accordance with its terms and scheduled payments will be timely received on their Due Dates, provided
that the Mortgage Loans will prepay in accordance with the Prepayment Assumption; (ii) none of the Sole Certificateholder,
the Master Servicer, the Special Servicer and the Certificateholder owning a majority of the Percentage Interests in the Controlling
Class will exercise the right described in Section 9.01 of this Agreement to cause early termination of the Trust Fund;
and (iii) no Mortgage Loan is repurchased by a Mortgage Loan Seller pursuant to the terms of the related Mortgage Loan Purchase
Agreement.


 


Section 4.05     Imposition
of Tax on the Trust Fund. If any tax, including interest, penalties or assessments, additional amounts or additions to tax,
is imposed on the Lower-Tier REMIC or the Upper-Tier REMIC, such tax shall be charged against amounts otherwise distributable
to the Holders of the Certificates; provided that any taxes imposed on any net income from foreclosure property pursuant
to Section 860G(d) of the Code or any similar tax imposed by a state or local jurisdiction shall instead be treated
as an expense of the related Serviced REO Property in determining Net REO Proceeds with respect to the Serviced REO Property (and
until such taxes are paid, the Special Servicer from time to time shall withdraw from amounts in the REO Account (and, in the
case of any Serviced Whole Loan, from amounts in the Serviced Whole Loan REO Account) allocable to the Mortgage Loans and transfer
to the Certificate Administrator amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes,
which the Certificate Administrator shall maintain in a separate, non-interest-bearing account, and the Certificate Administrator
shall send to the Special Servicer for deposit in the REO Account (or, if applicable, the Serviced Whole Loan REO Account) the
excess determined by the Certificate Administrator from time to time of the amount in such account over the amount necessary to
pay such taxes) and shall be paid therefrom; provided that any such tax imposed on net income from foreclosure property
that exceeds the amount in any such reserve shall be retained from Available Funds as provided in Section 3.06(a)(xii)
or, in the case of any Serviced Whole Loan, in Section 3.06(b)(xiii), and the next sentence. Except as provided
in the preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be retained from
Available Funds sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the
applicable Trust REMIC (but such authorization shall not prevent the Trustee from contesting, at the expense of the Trust Fund
or in the case of a Serviced Whole Loan with a Serviced Pari Passu Companion Loan, on a pro rata basis as between the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan (based on their respective outstanding principal balances)) any
such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).
The Certificate Administrator is hereby authorized to and shall segregate or cause to be segregated, into a separate non-interest
bearing account, (i) the net income allocable to the Mortgage Loans from any “prohibited transaction” under Section 860F(a) of
the Code or (ii) the amount of any contribution to the Lower-Tier REMIC or the Upper-Tier REMIC after the related Startup
Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary,
to pay such tax (and return the balance thereof, if any, to the Collection Account, the Lower-Tier Distribution Account or the
Upper-Tier Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain
an equal amount from future amounts otherwise distributable to the Holders of the Class R Certificates, as the case may be, and
shall distribute such retained amounts to the Holders of Regular Certificates, or the Trustee as Holder


 






    -376-


     

    

 


of the Lower-Tier Regular Interests, until they are fully reimbursed and then to the Holders of the Class R Certificates.
Neither the Master Servicer, the Special Servicer, the Certificate Administrator, nor the Trustee shall be responsible for any
taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC except to the extent such tax is attributable to a breach of a representation
or warranty or the negligence or willful misconduct of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
in contravention of this Agreement, provided, further, that such breach, act or omission could result in liability
under Section 6.03 of this Agreement, in the case of the Master Servicer, Section 4.04 of this Agreement,
in the case of the Trustee or Section 4.04 of this Agreement, in the case of the Certificate Administrator in accordance
with the standard of liability set forth in those sections. Notwithstanding anything in this Agreement to the contrary, in each
such case, the Master Servicer or the Special Servicer shall not be responsible for the Trustee’s or the Certificate Administrator’s
breaches, acts or omissions, the Trustee shall not be responsible for the breaches, acts or omissions of the Certificate Administrator,
the Master Servicer or the Special Servicer and the Certificate Administrator shall not be responsible for the breaches, acts or
omissions of the Trustee, the Master Servicer or the Special Servicer.


 


Section 4.06      Remittances.    On
the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer with respect to the Mortgage
Loans that it is servicing shall:


 


(i)       remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to Prepayment Premiums and
Yield Maintenance Charges, and, for deposit in accordance with Section 3.05(i) of this Agreement, Gain-on-Sale Proceeds,
in each case received by the Master Servicer in its Collection Period preceding such Distribution Date;


 


(ii)       remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the aggregate of the Available
Funds for such Distribution Date;


 


(iii)       remit
to the Certificate Administrator for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest
for the benefit of the Holders of the Class S, Class V1-E and Class V2 Certificates received by the Master Servicer in the Collection
Period preceding such Distribution Date; and


 


(iv)       remit
to CREFC® the CREFC® Intellectual Property Royalty License Fee.


 


Section 4.07 P&I Advances.
(a)  On or before 3:00 p.m. (New York City time) on each Master Servicer Remittance Date, the Master Servicer shall
in the case of all Mortgage Loans either (i) remit to the Certificate Administrator for deposit into the Lower-Tier Distribution
Account, as applicable, from its own funds an amount equal to the aggregate amount of P&I Advances, if any, to be made in
respect of the related Distribution Date, (ii) apply amounts held in the Collection Account or the applicable Serviced Whole
Loan Collection Account for future distribution to Certificateholders in subsequent months in discharge of any such obligation
to make P&I Advances; provided, that such amounts in the applicable Serviced Whole Loan Collection Account shall only
be applied up to the related Mortgage Loan’s pro


 






    -377-


     

    

 


rata share of the amounts held therein on such date, or (iii) make P&I Advances in the form of any combination
of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Master Servicer, except that the portion
of such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such Mortgage Loan
shall not be remitted to the Certificate Administrator but shall instead be remitted to CREFC®. Any amounts held
in the Collection Account or any Serviced Whole Loan Collection Account, as applicable, for future distribution and so used to
make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer
by deposit in the Collection Account or the applicable Serviced Whole Loan Collection Account, as applicable, on or before the
next succeeding P&I Advance Determination Date (to the extent not previously replaced through either (x) the deposit of
Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made or (y) the
deposit of Periodic Payments collected prior to the expiration of any applicable grace period that ends after the P&I Advance
Determination Date in respect of which such P&I Advances were made). The Master Servicer shall notify the Trustee and the Certificate
Administrator of (i) the aggregate amount of P&I Advances for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances for such Distribution Date, on or before the P&I Advance Determination Date. If the Master Servicer fails
to make a required P&I Advance by 3:00 p.m. (New York City time) on any Master Servicer Remittance Date, then the Trustee
shall make such P&I Advance pursuant to Section 7.06 of this Agreement by 12:00 noon (New York City time)
on the related Distribution Date, in each case unless the Master Servicer shall have cured such failure (and shall have provided
written notice of such cure to the Trustee) by 11:00 a.m. (New York City time) on such Distribution Date or the Trustee determines
that such P&I Advance, if made, would be a Nonrecoverable Advance. Neither the Master Servicer nor the Trustee shall be required
to make principal or interest advances with respect to any delinquent payment amounts due on any Companion Loan. If the Master
Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced
Companion Loan or Non-Serviced Companion Loan, then it shall provide written notice to the related Other Servicer, Other Special
Servicer and Other Trustee of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days
of making such P&I Advance.


 


(b)       Subject
to Section 4.07(c) and 4.07(d) below, the aggregate amount of P&I Advances to be made by the Master Servicer
with respect to any Distribution Date shall equal the aggregate of: (i) the Periodic Payments (net of related Servicing Fees (other
than, in the case of any Non-Serviced Mortgage Loan, the servicing fee rate pursuant to the applicable Other Pooling and Servicing
Agreement)) that were due on the Mortgage Loans (including the Non-Serviced Mortgage Loans) and any REO Loan (other than any portion
of an REO Loan related to a Companion Loan) during the related Collection Period and delinquent as of the P&I Advance Determination
Date (or not advanced by any Sub Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent
in respect of its Balloon Payment as of the Master Servicer Remittance Date (including any REO Loan (other than any portion of
an REO Loan related to a Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to
the Assumed Scheduled Payment therefor. Subject to subsection (c) below, the obligation of the Master Servicer to make such
P&I Advances, with respect to the Mortgage Loans that it is servicing, is mandatory, and with respect to any applicable Mortgage
Loan or REO Loan, shall continue until (but not including) the Distribution Date on which Liquidation Proceeds or REO Proceeds,
if any, are to be distributed.


 






    -378-


     

    

 


The Periodic Payment or Assumed Scheduled Payment shall be reduced, for purposes of P&I Advances,
by any modifications pursuant to Section 3.26 of this Agreement or otherwise and by any reductions by a bankruptcy
court pursuant to a plan of reorganization or pursuant to any of its equitable powers.


 


(c)       Notwithstanding
anything herein to the contrary, no P&I Advance shall be required hereunder if the Master Servicer, the Special Servicer or
the Trustee, as applicable, determines that such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. In
addition, neither the Master Servicer nor the Trustee shall make any P&I Advance to the extent that it has received written
notice that the Special Servicer has determined (if no Consultation Termination Event has occurred and is continuing, in consultation
with the Directing Holder) that such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. In making such
recoverability determination, the Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to (i) give
due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage
Loans, the recovery of which, at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee,
as applicable, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the P&I
Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount which is being or may be deferred or delayed, (ii) consider (among other things) the obligations of the Borrower under
the terms of the related Mortgage Loan (or the Whole Loan, as applicable) as it may have been modified, (iii) consider (among
other things) the related Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified
by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer)
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (iv) estimate and
consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer) (among other things)
future expenses and (v) estimate and consider (among other things) the timing of recoveries.


 


The Master Servicer, the Special Servicer
and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior P&I Advances for purposes of nonrecoverability
determinations as if such Unliquidated Advances were unreimbursed P&I Advances. None of the Master Servicer or Trustee shall
make any P&I Advances with respect to delinquent amounts due on any Companion Loan. If an Appraisal of the related Mortgaged
Property shall not have been obtained within the prior 9-month period (and the Master Servicer and the Trustee shall each request
any such appraisal from the Special Servicer prior to ordering an Appraisal pursuant to this sentence) or if such an Appraisal
shall have been obtained but as a result of unforeseen occurrences, such Appraisal does not, in the good faith determination of
the Master Servicer, the Special Servicer or the Trustee, reflect current market conditions, and the Master Servicer or the Trustee,
as applicable, and the Special Servicer cannot agree on the appropriate downward adjustment to such Appraisal, the Master Servicer,
the Special Servicer or the Trustee, as the case may be, may, subject to its reasonable and good faith determination that such
Appraisal will demonstrate the nonrecoverability of the related Advance, obtain an Appraisal for such purpose at the expense of
the Trust Fund (subject, in the case of any Serviced Whole Loan, to the allocation provisions of the related Intercreditor Agreement).


 






    -379-


     

    

 


Any such determination by the Master
Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as applicable, has made a Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance shall be evidenced by
a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Operating Advisor, the Special
Servicer, any related Serviced Pari Passu Companion Loan holder(s), the Controlling Class Representative (but only if no Consultation
Termination Event has occurred and is continuing) and the Depositor and, in the case of the Trustee, by a certificate of a Responsible
Officer of the Trustee, delivered to the Depositor, the Controlling Class Representative (but only if no Consultation Termination
Event has occurred and is continuing), the Operating Advisor, the Certificate Administrator, the Master Servicer and the Special
Servicer, which in each case sets forth such nonrecoverability determination and the considerations of the Master Servicer, Special
Servicer or the Trustee, as applicable, forming the basis of such determination (such certificate accompanied by, to the extent
available, income and expense statements, rent rolls, occupancy status, property inspections and other information used by the
Master Servicer, Special Servicer or the Trustee, as applicable, to make such determination, together with any existing Appraisal
or any Updated Appraisal); provided, that the Special Servicer may, at its option, make a determination in accordance with
the Servicing Standard, that any P&I Advance previously made or proposed to be made is nonrecoverable and shall deliver to
the Master Servicer, the Controlling Class Representative (but only if no Consultation Termination Event has occurred and is continuing),
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee and the 17g-5 Information
Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement), notice of such determination, together with a certificate of a Servicing Officer and the supporting information
described above. Any such determination shall be conclusive and binding on the Master Servicer, the Special Servicer and the Trustee.


 


Any such Person may update or change
its recoverability determinations at any time (but not reverse any other Person’s determination or prohibit any such other
authorized Person from making a determination, that a P&I Advance constitutes, or would constitute a Nonrecoverable Advance)
and (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) may obtain, at the expense
of the Trust Fund (subject, in the case of any Serviced Whole Loan, to the allocation provisions of the related Intercreditor Agreement),
any analysis, Appraisals or market value estimates or other information for such purposes. Absent bad faith, any such determination
as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders.


 


Notwithstanding the above, (i) the
Trustee shall be entitled to rely conclusively on but shall not be bound by any determination by the Master Servicer that a P&I
Advance, if made, would be a Nonrecoverable P&I Advance and (ii) the Master Servicer and the Trustee shall be entitled
to rely conclusively on and shall be bound by any determination of the Special Servicer that a P&I Advance, if made, would
be a Nonrecoverable P&I Advance (but this statement shall not be construed to entitle the Special Servicer to reverse any other
authorized Person’s determination, or to prohibit any such other authorized Person from making a determination that an advance
constitutes, or would constitute a Nonrecoverable Advance). The Trustee, in determining whether or not a P&I Advance previously
made is, or a proposed P&I Advance, if made, would be, a Nonrecoverable P&I Advance shall use its good faith business judgment.
The


 






    -380-


     

    

 


Special Servicer shall promptly furnish the Master Servicer and the Trustee with any information in its possession regarding
the Specially Serviced Loans and REO Properties as each such party may reasonably request for purposes of making recoverability
determinations.


 


(d)       In
connection with the recovery of any P&I Advance out of the Collection Account pursuant to Section 3.06(a) of this
Agreement or any Serviced Whole Loan Collection Account pursuant to Section 3.06(b) of this Agreement, the Master
Servicer shall be entitled to pay itself or the Trustee, as the case may be (in reverse of such order with respect to any Mortgage
Loan or REO Property) out of any amounts then on deposit in the Collection Account or the applicable Serviced Whole Loan Collection
Account (subject to the provisions of Section 3.06) (to the extent amounts therein relate to the Mortgage Loans, taking
into account the related Intercreditor Agreement), interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of such P&I Advance from the date made to but not including the date of reimbursement with respect to the Mortgage Loan
that the Master Servicer is servicing; provided, however, that no interest will accrue on any P&I Advance (i)
made with respect to a Mortgage Loan until after the related Due Date has passed and any applicable Grace Period has expired or
(ii) if the related Periodic Payment is received after the Determination Date but on or prior to the Business Day immediately prior
to the related Distribution Date. The Master Servicer shall reimburse itself or the Trustee, as the case may be, for any outstanding
P&I Advance as soon as practicably possible after funds available for such purpose are deposited in the Collection Account
or the applicable Serviced Whole Loan Collection Account with respect to the Mortgage Loan that the Master Servicer is servicing.


 


Notwithstanding anything to the contrary
contained in Section 4.06 of this Agreement, (i) neither the Master Servicer nor the Trustee shall make an advance
for Excess Interest, Yield Maintenance Charges or Penalty Charges and (ii) if the Master Servicer receives notice of an Appraisal
Reduction Event and the related Appraisal Reduction Amount, the interest portion of any P&I Advance with respect to a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) as to which there has been an Appraisal Reduction Amount will be an amount equal
to the product of (x) the amount required to be advanced without giving effect to the Appraisal Reduction Amount and (y) a
fraction, the numerator of which is the Stated Principal Balance of such Mortgage Loan as of the immediately preceding Determination
Date less any Appraisal Reduction Amount applicable to such Mortgage Loan and the denominator of which is the Stated Principal
Balance of such Mortgage Loan as of such Determination Date. All P&I Advances for any Mortgage Loans that have been modified
shall be calculated on the basis of their terms as modified. With respect to any Non-Serviced Mortgage Loan, if the Master Servicer
or the Trustee, as applicable, does not receive notice of an Appraisal Reduction Event and the related Appraisal Reduction Amount
from the related Other Servicer, then the Master Servicer or the Trustee, as applicable, shall have no obligation to proportionately
reduce the interest portion of any P&I Advance required to be made by the Master Servicer or the Trustee, as applicable. With
respect to any Non-Serviced Companion Loan that has already been securitized prior to the Closing Date, the Certificate Administrator,
on behalf of the Trust, shall notify each Other Servicer and each Other Trustee of a Non-Serviced Mortgage Loan that (a) such Non-Serviced
Mortgage Loan has been included in this Trust and (b) upon (i) the existence of an Appraisal Reduction Event and/or (ii) the related
calculation of any Appraisal Reduction Amount (or receipt of notice of any such calculation), such Other Servicer shall provide
the Master Servicer (who shall promptly provide to the Special Servicer (who shall promptly


 






    -381-


     

    

 


forward, prior to a Consultation Termination
Event, to the Directing Holder) and the Trustee with prompt notice of the existence of any such Appraisal Reduction Event and/or
any such Appraisal Reduction Amount once calculated. With respect to any Serviced Companion Loan, the Master Servicer shall notify
the related Other Servicer and Other Trustee of the existence of an Appraisal Reduction Event and any related Appraisal Reduction
Amount. The Master Servicer shall be deemed to have delivered notice of any such Appraisal Reduction Event and any related Appraisal
Reduction Amount if the Master Servicer includes such event and/or amount in its monthly servicer statements provided to the other
servicer.


 


The portion of any Insurance Proceeds
and Net Liquidation Proceeds in respect of a Mortgage Loan or any REO Loan allocable to principal shall equal the total amount
of such proceeds minus (i) any portion thereof payable to the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator or the Trustee pursuant to this Agreement and (ii) a portion
thereof equal to the interest component of the Periodic Payment(s), as accrued at the related Net Mortgage Rate from the date as
to which interest was last paid by the Borrower up to but not including the Due Date in the Collection Period in which such proceeds
are received; provided, if the interest portion(s) of one or more P&I Advances with respect of such Mortgage Loan or
REO Loan, as applicable, were reduced as a result of an Appraisal Reduction Event, the amount of the Net Liquidation Proceeds to
be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds
to be applied to principal shall be increased by such amount, and if the amount of the Net Liquidation Proceeds to be applied to
principal has been applied to pay the principal of such Mortgage Loan or REO Loan in full, any remaining Net Liquidation Proceeds
shall then be applied to pay any remaining accrued and unpaid interest of such Mortgage Loan or REO Loan.


 


(e)       With
respect to any Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer and the Trustee will each be permitted to
make its determination that the Master Servicer or the Trustee has made a P&I Advance on such Mortgage Loan that is a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance with respect to
such Mortgage Loan in accordance with Section 4.07(a) independently of any determination made by the Other Servicer
(or any master servicer with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related
to such Non-Serviced Mortgage Loan, if any) under the Other Pooling and Servicing Agreement (or any pooling and servicing agreement
with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced Mortgage
Loan, if any). If the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed P&I Advance
with respect to any Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to any Non-Serviced Mortgage
Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the
Trustee, as applicable, shall provide the Other Servicer (and any master servicer with respect to a commercial mortgage securitization
holding another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if any), the Other Special Servicer and
Other Trustee with written notice of such determination, promptly and in any event within two (2) Business Days after such determination
or such longer time period permitted by the applicable Intercreditor Agreement. If the Master Servicer receives written notice
from an Other Servicer (or any master servicer with respect to a commercial mortgage


 






    -382-


     

    

 


securitization holding another Non-Serviced
Companion Loan related to such Non-Serviced Mortgage Loan, if any) that it has determined, with respect to the related Non-Serviced
Companion Loan, that any proposed advance of principal and/or interest with respect to the related Non-Serviced Companion Loan
would be, or any outstanding advance of principal and interest is, a nonrecoverable advance of principal and/or interest, such
determination shall not be binding on the Certificateholders, the Master Servicer or the Trustee; provided that, with respect
to each Non-Serviced Whole Loan, each of the Master Servicer and the Trustee shall be entitled to conclusively rely on any such
nonrecoverability determination.


 


If the Master Servicer receives notice
from a Rating Agency that it is no longer approved as a master servicer for commercial mortgage securitizations, it shall promptly
notify the Trustee, any Other Trustee, any Other Servicer and any other trustee or master servicer with respect to each commercial
mortgage securitization that holds a Non-Serviced Companion Loan related to a Non-Serviced Mortgage Loan, if any.


 


(f)       With
respect to any Serviced Whole Loan that has a Serviced Companion Loan, the Master Servicer, the Special Servicer and the Trustee
will be permitted to make its determination that the Master Servicer or the Trustee has made a P&I Advance on the related Mortgage
Loan that is a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable
P&I Advance with respect to such Mortgage Loan in accordance with Section 4.07(a) independently of any determination
made in respect of the related Serviced Companion Loan, by the master servicer under the related Other Pooling and Servicing Agreement.
In addition, neither the Master Servicer nor the Trustee shall make any P&I Advance or Servicing Advance with respect to a
Serviced Whole Loan to the extent that it has received written notice that the Special Servicer has determined that such P&I
Advance or Servicing Advance, as applicable, would, if made, constitute a Nonrecoverable P&I Advance or a Nonrecoverable Servicing
Advance, as applicable. If the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed
P&I Advance with respect to such Serviced Whole Loan, if made, or any outstanding P&I Advance with respect to any such
Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance or if the Master Servicer, the Special
Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be a Nonrecoverable Advance
or an outstanding Servicing Advance is or would be a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable, shall
provide the Other Servicer, Other Special Servicer and the Other Trustee under each related Other Pooling and Servicing Agreement
with written notice of such determination, promptly and in any event within two (2) Business Days after such determination or such
longer time period permitted by the applicable Intercreditor Agreement. If the Master Servicer receives written notice from any
master servicer under any such Other Pooling and Servicing Agreement that such master servicer has determined, with respect to
the related Serviced Companion Loan, that any proposed advance of principal and/or interest with respect to such Serviced Companion
Loan would be, or any outstanding advance of principal and interest is, a nonrecoverable advance of principal and/or interest,
such determination shall not be binding on the Certificateholders, the Master Servicer or the Trustee; provided that, with
respect to each Non-Serviced Whole Loan, each of the Master Servicer and the Trustee shall be entitled to conclusively rely on
any such nonrecoverability determination.


 






    -383-


     

    

 


(g)       If
the applicable Master Servicer receives notice from a Rating Agency that it is no longer approved as a master servicer for commercial
mortgage securitizations, it shall promptly notify the Trustee, any Other Trustee, any Other Servicer and any other trustee or
master servicer with respect to each commercial mortgage securitization that holds a Serviced Pari Passu Companion Loan related
to any Serviced Whole Loan, if any.


 


(h)       The
Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes to the extent
permitted pursuant to Section 3.06 of this Agreement together with any related Advance Interest Amount in respect of
such P&I Advances to the extent permitted pursuant to Section 3.06 of this Agreement and the Master Servicer and
the Special Servicer each hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related
Borrowers to the extent permitted by applicable law and the related Mortgage Loan and this Agreement.


 


Section  4.08      Appraisal
Reductions; Collateral Deficiency Amounts. (a)  For purposes of (x) determining the Non-Reduced Regular Interests,
the Controlling Class and whether a Control Termination Event has occurred and is continuing, and (y) determining the
Voting Rights of the related Classes for purposes of removal of the Special Servicer, Appraisal Reduction Amounts allocated
to the Mortgage Loans will be allocated to each Regular Interest (other than the Class X Regular Interests) in reverse
sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Regular
Interest is reduced to zero (i.e., first, to the Class G Regular Interest; second, to the Class F
Regular Interest, third, to the Class E Regular Interest, fourth, to the Class  D Regular Interest, fifth,
to the Class C Regular Interest, sixth, to the Class B Regular Interest, seventh, to the Class A-M
Regular Interest and ninth, to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Regular
Interests, pro rata, based on their Certificate Balances).


 


Any such allocations of Appraisal Reduction
Amounts to:


 


(i)    
   the Class A-1 Regular Interest shall be further allocated to the Class A-1 Certificates, the Class V1-A
Certificates and the Class V2 Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class
V1-A Percentage Interest and the Class V2 Percentage Interest, respectively;


 


(ii)       the
Class A-2 Regular Interest shall be further allocated to the Class A-2 Certificates, the Class V1-A Certificates and the Class
V2 Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2 Percentage Interest, respectively;


 


(iii)       the
Class A-SB Regular Interest shall be further allocated to the Class A-SB Certificates, the Class V1-A Certificates and the Class
V2 Certificates, pro rata in proportion to the Class A-SB Percentage Interest, the Class V1-A Percentage Interest and the
Class V2 Percentage Interest, respectively;


 


(iv)       the
Class A-3 Regular Interest shall be further allocated to the Class A-3 Certificates, the Class V1-A Certificates and the Class
V2 Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2 Percentage Interest, respectively;


 






    -384-


     

    

 


(v)       the
Class A-4 Regular Interest shall be further allocated to the Class A-4 Certificates, the Class V1-A Certificates and the Class
V2 Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage Interest and the
Class V2 Percentage Interest, respectively;


 


(vi)       the
Class A-M Regular Interest shall be further allocated to the Class A-M Certificates, the Class V1-A Certificates and the Class
V2 Certificates, pro rata in proportion to the Class A-M Percentage Interest, the Class V1-A Percentage Interest and the
Class V2 Percentage Interest, respectively;


 


(vii)       the
Class B Regular Interest shall be further allocated to the Class B Certificates, the Class V1-B Certificates and the Class V2 Certificates,
pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage Interest and the Class V2 Percentage
Interest, respectively;


 


(viii)      the
Class C Regular Interest shall be further allocated to the Class C Certificates, the Class V1-C Certificates and the Class V2 Certificates,
pro rata in proportion to the Class C Percentage Interest, the Class V1-C Percentage Interest and the Class V2 Percentage
Interest, respectively;


 


(ix)       the
Class D Regular Interest shall be further allocated to the Class D Certificates, the Class V1-D Certificates and the Class V2 Certificates,
pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage Interest and the Class V2 Percentage
Interest, respectively;


 


(x)       the
Class E Regular Interest shall be further allocated to the Class E Certificates, the Class V1-E Certificates and the Class V2 Certificates,
pro rata in proportion to the Class E Percentage Interest, the Class V1-E Percentage Interest and the Class V2 Percentage
Interest, respectively;


 


(xi)       the
Class F Regular Interest shall be further allocated to the Class F Certificates, the Class V1-E Certificates and the Class V2 Certificates,
pro rata in proportion to the Class F Percentage Interest, the Class V1-E Percentage Interest and the Class V2 Percentage
Interest, respectively;


 


(xii)       the
Class G Regular Interest shall be further allocated to the Class G Certificates, the Class V1-E Certificates and the Class V2 Certificates,
pro rata in proportion to the Class G Percentage Interest, the Class V1-E Percentage Interest and the Class V2 Percentage
Interest, respectively.


 


As of the first Determination Date
following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the Master Servicer shall calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal
obtained by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by the Master Servicer that a Non-Serviced Mortgage Loan has
become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Other Servicer, Other Special Servicer
and Other Trustee the


 






    -385-


     

    

 


most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably
required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan,
and (ii) as of the first Determination Date following receipt by the Master Servicer of the appraisal and any other information
set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects to receive, calculate whether a Collateral
Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Other
Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof. The Special Servicer, upon reasonable
prior written request, shall provide the Master Servicer with information in its possession that is reasonably required to calculate
or recalculate any Collateral Deficiency Amount. Upon reasonable prior written request, the Special Servicer shall use reasonable
efforts to assist the Master Servicer in obtaining information reasonably required to calculate or recalculate any Collateral Deficiency
Amount with respect to a Non-Serviced Mortgage Loan in the event that the Master Servicer is unsuccessful in obtaining such information
from the related Other Servicer, Other Special Servicer or Other Trustee. None of the Special Servicer, the Trustee or the Certificate
Administrator shall calculate or verify any Collateral Deficiency Amount.


 


For purposes of determining the Controlling
Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated to an AB
Modified Loan will be allocated to each Class of Control Eligible Regular Interests in reverse sequential order to notionally reduce
the related Certificate Balances until the Certificate Balance of each such Class of Control Eligible Regular Interests is reduced
to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence of a Control Termination
Event, any Class of Control Eligible Regular Interests shall be allocated both applicable Appraisal Reduction Amounts and applicable
Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance
with this Section 4.08(a).


 


With respect to (i) any Appraisal
Reduction Amount calculated for the purposes of determining the Non-Reduced Regular Interests or determining the Voting Rights
of the related Classes for purposes of removal of the Special Servicer and (ii) any Appraisal Reduction Amount or Collateral
Deficiency Amount calculated for purposes of determining the Controlling Class or the occurrence of a Control Termination Event,
the appraised value of the related Mortgaged Property shall be determined on an “as is” basis.


 


The Master Servicer shall promptly
notify the Certificate Administrator of the amount of any Appraisal Reduction Amount, any Collateral Deficiency Amount and any
resulting Cumulative Appraisal Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan by providing such
information in the form of the CREFC® Appraisal Reduction Template (or such other form as agreed to by the Certificate
Administrator and Master Servicer) simultaneously with its delivery of the CREFC® Loan Periodic Update File. Based
on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is
the Controlling Class. Promptly upon its determination of a


 






    -386-


     

    

 


change in the Controlling Class, the Certificate Administrator shall
notify the Master Servicer, the Special Servicer and the Operating Advisor of such event, including the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from the Depository being an expense
of the Trust).


 


(b)       The
Holders of the majority (by Certificate Balance) of the Control Eligible Corresponding Certificates of any Class of Control Eligible
Regular Interests whose aggregate Certificate Balance, as notionally reduced by Appraisal Reduction Amounts or Collateral Deficiency
Amounts allocated thereto, is less than 25% of the initial Certificate Principal Balance of such Class of Control Eligible Regular
Interests (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount
or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense, to require the Special Servicer
to order a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred or as to which there exists
a Collateral Deficiency Amount (such Holders, the “Requesting Holders”), and use its reasonable efforts to obtain
an Appraisal prepared on an “as-is” basis by an MAI appraiser reasonably acceptable to the Special Servicer within
60 days from receipt of the Requesting Holders’ written request. Any Appraised-Out Class for which the Requesting Holders
are challenging the Appraisal Reduction Amount or Collateral Deficiency Amount determination shall not exercise any rights of the
Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class and the rights of the Controlling
Class will be exercised by the most senior Control Eligible Regular Interests, if any, during such period.


 


In addition, the Requesting Holders
of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional
appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency
Amount if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties that would have a material
effect on its appraised value, and the Special Servicer shall use reasonable efforts to obtain an Appraisal prepared on an “as-is”
basis by an MAI appraiser reasonably acceptable to the Special Servicer within 60 days from receipt of the Requesting Holders’
written request; provided that the Special Servicer shall not be required to obtain such appraisal if it determines in accordance
with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties have occurred
that would have a material effect on the appraised value of the related Mortgaged Property or Mortgaged Properties. The right of
the holders of an Appraised-Out Class to require the Special Servicer to order an additional appraisal as described in this paragraph
shall be limited to no more frequently than once in any 9-month period with respect to any Mortgage Loan.


 


Upon receipt of any such second Appraisal,
the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such second
Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted and, if so warranted,
shall direct the Master Servicer to, and the Master Servicer shall, recalculate such Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable, based upon such second Appraisal and receipt of information reasonably requested by the Master Servicer
from the Special Servicer to the extent such information is in the possession of the Special Servicer and is reasonably necessary
to make such recalculation. If


 






    -387-


     

    

 


required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling
Class.


 


Appraisals that are permitted to be
obtained by the Special Servicer at the request of holders of an Appraised-Out Class shall be in addition to any appraisals that
the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard
to any appraisal requests made by any holder of an Appraised-Out Class.


 


(c)       An
appraisal for any Mortgage Loan that has not been brought current for at least three consecutive Periodic Payments (or paid in
full, liquidated, repurchased or otherwise disposed of) will be updated every 9 months for so long as an Appraisal Reduction Event
or Collateral Deficiency Amount exists.


 


(d)       Notwithstanding
the foregoing, within 60 days after an Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring
by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event) (i) with
respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) or applicable Serviced Whole Loans having a Stated Principal
Balance of $2,000,000 or higher, the Special Servicer shall order and use efforts consistent with the Servicing Standard to obtain
an Updated Appraisal or (ii) with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) or applicable Serviced
Whole Loans having a Stated Principal Balance of less than $2,000,000, the Special Servicer, at its option, shall (A) provide
a Small Loan Appraisal Estimate within the same time period as an Appraisal would otherwise be required and such Small Loan Appraisal
Estimate shall be used in lieu of an Updated Appraisal to calculate the Appraisal Reduction Amount for such Mortgage Loans or applicable
Serviced Whole Loans; or (B) order and use efforts consistent with the Servicing Standard to obtain an Updated Appraisal.


 


(e)       The
Special Servicer, upon reasonable request, shall deliver to the Master Servicer any information in the Special Servicer’s
possession reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount.


 


On the first Determination Date occurring
at least 10 Business Days after the date the Master Servicer receives from the Special Servicer the related Updated Appraisal or
the Special Servicer’s Small Loan Appraisal Estimate, as applicable, the Master Servicer shall adjust the Appraisal Reduction
Amount to take into account such Updated Appraisal or Small Loan Appraisal Estimate, as applicable and any information reasonably
requested by the Master Servicer from the Special Servicer, to the extent such information is in the possession of the Special
Servicer, necessary to calculate the Appraisal Reduction Amount. Each Appraisal Reduction Amount shall also be adjusted to take
into account any subsequent Small Loan Appraisal Estimate or Updated Appraisal, as applicable, and any letter updates, as of the
date of each such subsequent Small Loan Appraisal Estimate, Updated Appraisal or letter update, as applicable, and receipt of information
reasonably requested by the Master Servicer from the Special Servicer to the extent such information is in the possession of the
Special Servicer and is reasonably necessary to calculate the Appraisal Reduction Amount. Such report shall also be forwarded by
the Master Servicer, to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the
master servicer of such securitization into which


 






    -388-


     

    

 


the related Serviced Companion Loan has been sold, or to the holder of any related
Serviced Companion Loan by the Master Servicer.


 


Section 4.09    Grantor Trust
Reporting.  (a) The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements
of the Grantor Trust.


 


(b)       The
parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions thereof
shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage
of market fluctuations or so as to improve the rate of return of the Certificates (other than the Class R Certificates), and shall
otherwise comply with Treasury Regulations Section 301.7701-4(c). Within 30 days of the Closing Date, the Certificate Administrator
shall obtain a taxpayer identification number for the Grantor Trust on IRS Form SS-4. The Certificate Administrator shall file
or cause to be filed with the IRS Form 1041 (or, if the Grantor Trust is a WHFIT, information will be provided on Form 1099) or
such other form as may be applicable and shall furnish or cause to be furnished to the Holders of the Certificates (other than
the Class R Certificates) their allocable share of income and expense with respect to the Specific Grantor Trust Assets with the
corresponding alphabetic or alphanumeric designation and proceeds thereof, as such amounts are received or accrue, as applicable.


 


(c)       (i)
The Grantor Trust will be treated as a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT
Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided
to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that Hare &
Co. is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator
with the identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled
to rely on the first sentence of this Section 4.09(c)(i), and shall be entitled to indemnification in accordance with the
terms of this Agreement in the event that the IRS makes a determination that any such notice is incorrect.


 


(ii)       The
Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method,
except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under
no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make
available (via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In addition, the
Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information
to any Certificateholder, unless requested by the Certificateholder.


 


(iii)       The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any
penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each
owner of a class of securities


 






    -389-


     

    

 


representing,
in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities,
will be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities,
including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of Certificates, including
the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator
shall assume there is no secondary market trading of WHFIT interests.


 


(iv)       To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate
Administrator’s Website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will
represent the Rule 144A CUSIPs. The Certificate Administrator shall make reasonable good faith efforts to keep the website
accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Certificate Administrator will
use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting
delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section 4.10      Secure
Data Room.     (a) The Certificate Administrator shall create the Secure Data Room and
the Depositor shall, upon receipt of each Mortgage Loan Seller’s Diligence File Certification, deliver to the
Certificate Administrator within 120 days following the Closing Date an electronic copy of the Diligence Files for the
Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the
Certificate Administrator shall promptly upload the contents of each Diligence File to the Secure Data Room. Access to the
Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any
other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and
receipt by the Certificate Administrator of a certification substantially in the form of Exhibit KK hereto (which
shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room.
For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or information
to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


 


(b)       The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type,
number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other


 






    -390-


     

    

 



Person’s
use or dissemination of the documents or information contained on the Secure Data Room; provided that such event or occurrence
is not also a result of its own negligence, bad faith or willful misconduct. The Certificate Administrator shall not be required
to restrict access to the Secure Data Room on a loan-by-loan basis and any Person with access to the Secure Data Room shall covenant
to access only the information necessary to perform its duties and responsibilities under this Agreement.


 


(c)       Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor,
and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses
associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant
to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed
from the Trust, the Master Servicer or the Special Servicer, as applicable, may (but shall not be obligated to) direct the Certificate
Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided
that absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data
Room. Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted
to delete all files from the Secure Data Room. Upon deletion pursuant to this Section 4.10, in no event shall the Certificate
Administrator be obligated to reproduce or retrieve such deleted files.


 


Article V



THE CERTIFICATES


 


Section 5.01     The
Certificates. (a) The Certificates consist of the Class A-1 Certificates, the Class A-2 Certificates, the
Class A-SB Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-M Certificates, the
Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates, the Class X-E Certificates, the
Class X-F Certificates, the Class X-G Certificates, the Class B Certificates, the Class C Certificates, the
Class D Certificates, the Class E Certificates, the Class F Certificates, the Class G Certificates, the
Class V1-A Certificates, the Class V1-B Certificates, the Class V1-C Certificates, the Class V1-D Certificates, the Class
V1-E Certificates, the Class V2 Certificates, the Class S Certificates and the Class R Certificates.


 


The Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-G,
Class B, Class C, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D,
Class V1-E, Class V2, Class S and Class R Certificates will be substantially in the forms for such Class of Certificates
as set forth next to such Classes in the Table of Exhibits to this Agreement. The Certificates of each Class (other than
the Class V, Class S and Class R Certificates) will be issuable in registered form only, in minimum denominations of authorized
Certificate Balance or Notional Amount, as applicable, as described in the succeeding table, and multiples of $l in excess thereof
(or such lesser amount if the Certificate Balance or Notional Amount, as applicable, is not a multiple of $1). The Certificates
of each Class of Class V Certificates will be


 



    -391-


     

    

 


issuable in one or more Individual Certificates, in minimum denominations of authorized
Certificate Balance as described in the succeeding table, and multiples of $l in excess thereof (or such lesser amount if the Certificate
Balance is not a multiple of $1). With respect to any Certificate or any beneficial interest in a Certificate, the “Denomination”
thereof shall be (i) the amount (A) set forth on the face thereof or (B) in the case of any Global Certificate,
set forth on a schedule attached thereto or, in the case of any beneficial interest in a Global Certificate, the amount set forth
on the books and records of the related Depository Participant or indirect participating brokerage firm, as applicable, (ii) expressed
in terms of Certificate Balance or Notional Amount, as applicable, and (iii) be in an authorized denomination, as set forth
below.


 


	
        Class
	 	
        Minimum

Denomination
	 	
        Aggregate Denomination of

all Certificates of Class(1)

	A-1 	 	$          10,000	 	$17,465,263
	A-2 	 	$          10,000	 	$69,061,053
	A-SB 	 	$          10,000	 	$34,742,105
	A-3 	 	$          10,000	 	$252,631,579
	A-4 	 	$          10,000	 	$308,873,684
	X-A 	 	$         10,000	 	$721,789,474
	A-M 	 	$          10,000	 	$39,015,789
	B 	 	$          10,000	 	$76,811,579
	C 	 	$          10,000	 	$42,673,684
	X-B 	 	$         10,000	 	$76,811,579
	X-D 	 	$         10,000	 	$57,304,211
	X-E 	 	$         10,000	 	$28,043,158
	X-F 	 	$         10,000	 	$10,972,632
	X-G 	 	$         10,000	 	$37,797,120
	D 	 	$         100,000	 	$57,304,211
	E 	 	$         100,000	 	$28,043,158
	F 	 	$         100,000	 	$10,972,632
	G 	 	$         100,000	 	$37,797,120
	V1-A 	 	$          10,000	 	$721,789,474
	V1-B 	 	$          10,000	 	$76,811,579
	V1-C 	 	$          10,000	 	$42,673,684
	V1-D 	 	$          10,000	 	$57,304,211
	V1-E 	 	$          10,000	 	$76,812,910
	V2 	 	$          10,000	 	$975,391,857


 


		(1)	The Aggregate Denomination of each class of the Regular Certificates shown in the table above represents
the maximum Certificate Balance or Notional Amount, as applicable, of such class without giving effect to any issuance of Class
V1 or Class V2 Certificates. The Aggregate Denomination of the Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E and Class V2
Certificates shown in the table above represents the maximum principal balance of such Certificates that could be issued in an
exchange pursuant to Section 5.09.



 


Each Certificate will share ratably
in all rights of the related Class.


 


The Class S Certificates will be issuable
in one or more Individual Certificates in minimum denominations of 1% Percentage Interests and together aggregating the entire
100% Percentage Interest of such Class. The Class R Certificates will be issuable in one or more Individual Certificates in minimum
denominations of 5% Percentage Interests and integral


 



    -392-


     

    

 


multiples of a 1% Percentage Interest of excess thereof and together aggregating
the entire 100% Percentage Interest of such Class.


 


The Global Certificates shall be issued
as one or more certificates registered in the name of a nominee designated by the Depository, and Certificate Owners shall hold
interests in the Global Certificates through the book-entry facilities of the Depository in the minimum Denominations and aggregate
Denominations and Classes as set forth above.


 


The Global Certificates shall in all
respects be entitled to the same benefits under this Agreement as Individual Certificates authenticated and delivered hereunder.


 


(b)       Except
insofar as pertains to any Individual Certificate, the Trust Fund, the Certificate Administrator, the Paying Agent and the Trustee
may for all purposes (including the making of payments due on the Global Certificates and the giving of notice to Holders thereof)
deal with the Depository as the authorized representative of the Certificate Owners with respect to the Global Certificates for
the purposes of exercising the rights of Certificateholders hereunder; provided, that, for purposes of transmitting communications
pursuant to Section 5.05(a) of this Agreement, to the extent that the Depositor has provided the Certificate Administrator
with the names of Certificate Owners (even if such Certificateholders hold their Certificates through the Depository) the Certificate
Administrator shall provide such information to such Certificate Owners directly. The rights of Certificate Owners with respect
to Global Certificates shall be limited to those established by law and agreements between such Certificateholders and the Depository
and Depository Participants. Except as set forth in Section 5.01(e) below, Certificate Owners of Global Certificates
shall not be entitled to physical certificates for the Global Certificates as to which they are the Certificate Owners. Requests
and directions from, and votes of, the Depository as Holder of the Global Certificates shall not be deemed inconsistent if they
are made with respect to different Certificate Owners. Subject to the restrictions on transfer set forth in this Section 5.01
of this Agreement and Applicable Procedures, the holder of a beneficial interest in a Private Global Certificate may request that
the Certificate Administrator cause the Depository (or any Agent Member) to notify the Certificate Registrar and the Certificate
Custodian in writing of a request for transfer or exchange of such beneficial interest for an Individual Certificate or Certificates.
Upon receipt of such a request and payment by the related Certificate Owner of any attendant expenses, the Certificate Administrator
shall cause the issuance and delivery of such Individual Certificates. The Certificate Registrar may establish a reasonable record
date in connection with solicitations of consents from or voting by Certificateholders and give notice to the Depository of such
record date. Without the written consent of the Certificate Registrar, no Global Certificate may be transferred by the Depository
except to a successor Depository that agrees to hold the Global Certificates for the account of the Certificate Owners.


 


(c)       Any
of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted
or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required
to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage.


 






    -393-


     

    

 


(d)       The
Global Certificates (i) shall be delivered by the Certificate Registrar to the Depository or, pursuant to the Depository’s
instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and in either case shall be registered
in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect:


 


“Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to the Certificate Registrar
for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.”


 


The Global Certificates may be deposited
with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.


 


(e)       If
(i) the Depository advises the Certificate Administrator in writing that the Depository is no longer willing or able properly
to discharge its responsibilities as Depository, and the Certificate Administrator and the Depositor are unable to locate a qualified
successor within 90 days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial
proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with
such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class,
the Certificate Administrator shall notify the affected Certificate Owner or Owners through the Depository of the occurrence of
such event and the availability of Individual Certificates to such Certificate Owners requesting them. Upon surrender to the Certificate
Administrator of Global Certificates by the Depository, accompanied by registration instructions from the Depository for registration
of transfer, the Certificate Administrator shall issue the Individual Certificates. Neither the Trustee, the Certificate Administrator,
the Certificate Registrar, the Master Servicer, the Special Servicer nor the Depositor shall be liable for any actions taken by
the Depository or its nominee, including, without limitation, any delay in delivery of such instructions. Upon the issuance of
Individual Certificates, the Trustee, the Certificate Administrator, the Certificate Registrar and the Master Servicer shall recognize
the Holders of Individual Certificates as Certificateholders hereunder.


 


(f)       If
the Trustee, its agents, the Certificate Administrator, its agents or the Master Servicer or Special Servicer have instituted or
have been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates,
and the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer have been advised by counsel that in
connection with such proceeding it is necessary or appropriate for the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer to obtain possession of the Certificates, the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer may in their sole discretion determine that the Certificates represented by


 



    -394-


     

    

 


the Global Certificates shall
no longer be represented by such Global Certificates. In such event, the Certificate Administrator or the Authenticating Agent
will execute and authenticate and the Certificate Registrar will deliver, in exchange for such Global Certificates, Individual
Certificates (and if the Certificate Administrator or the Certificate Custodian has in its possession Individual Certificates previously
executed, the Authenticating Agent will authenticate and the Certificate Registrar will deliver such Certificates) in a Denomination
equal to the aggregate Denomination of such Global Certificates.


 


(g)       If
the Trust Fund ceases to be subject to Section 13 or 15(d) of the Exchange Act, the Certificate Administrator shall make
available to each Holder and Certificate Owner of a Class of Certificates, upon request of such a Holder, information, to the extent
such information is in its possession, substantially equivalent in scope to the information currently filed by the Certificate
Administrator with the Commission pursuant to the Exchange Act, plus additional information required to be provided for securities
qualifying for resales under Rule 144A under the Act.


 


For so long as the Class S or Class
R Certificates remain outstanding, none of the Depositor, the Trustee or the Certificate Registrar shall take any action which
would cause the Trust Fund to fail to be subject to Section 15(d) of the Exchange Act.


 


(h)       Each
Certificate may be printed or in typewritten or similar form, and each Certificate shall, upon original issue, be executed and
authenticated by the Certificate Administrator or the Authenticating Agent and delivered to, or at the order of, the Depositor.
All Certificates shall be executed by manual or facsimile signature on behalf of the Certificate Administrator or Authenticating
Agent by an authorized officer or signatory. Certificates bearing the signature of an individual who was at any time the proper
officer or signatory of the Certificate Administrator or Authenticating Agent shall bind the Certificate Administrator or Authenticating
Agent, notwithstanding that such individual has ceased to hold such office or position prior to the delivery of such Certificates
or did not hold such office or position at the date of such Certificates. No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication in the form
set forth in Exhibits A-1 through A-26 executed by the Authenticating Agent by manual signature, and such certificate
of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.


 


(i)       If,
in connection with any Distribution Date, the Certificate Administrator shall have reported the amount of an anticipated distribution
to the Depository based on the expected receipt of any monthly payment based on information set forth in any report of the Master
Servicer or the Special Servicer, or any other monthly payment, Balloon Payment or prepayment expected to be or which is paid on
the last two Business Days preceding such Distribution Date, and the related Borrower fails to make such payments at such time,
the Certificate Administrator shall use commercially reasonable efforts to cause the Depository to make the revised distribution
on a timely basis on such Distribution Date. The Trustee, the Certificate Administrator (in any of its capacities), the Operating
Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer shall not be liable or held responsible
for any resulting delay (or claims by the Depository resulting therefrom) in the making of such distribution to Certificateholders.
Any out-of-pocket costs incurred by the


 



    -395-


     

    

 


Certificate Administrator as a consequence of a Borrower failing to make such payments
shall be reimbursable to the Certificate Administrator as an expense of the Trust Fund.


 


(j)       During
the RRI Interest Transfer Restriction Period, any Certificate evidencing the RRI Interest shall only be held as an Individual Certificate
in the Retained Interest Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective interest
shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest
Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each Certificate
evidencing the RRI Interest in safekeeping and shall release the same only upon receipt of written direction from the holder of
the related RRI Interest, the Depositor and the Retaining Sponsor, and in accordance with any authentication procedures as may
be utilized by the Certificate Administrator and in accordance with this Agreement. There shall be, and hereby is, established
by the Certificate Administrator an account which will be designated the “Retained Interest Safekeeping Account” and
into which each Certificate evidencing the RRI Interest shall be held and which shall be governed by and subject to this Agreement.
In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained
Interest Safekeeping Account for each Retaining Party. Each Certificate evidencing the RRI Interest to be delivered in physical
form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to any Certificate evidencing
the RRI Interest shall be remitted to the Retained Interest Safekeeping Account, but shall be remitted directly to the applicable
Retaining Party in accordance with written instructions provided separately by such Retaining Party to the Certificate Administrator.
Under no circumstances by virtue of safekeeping any Certificate evidencing the RRI Interest shall the Certificate Administrator
be obligated to bring legal action or institute proceedings against any person on behalf of the Retaining Parties. During the RRI
Transfer Restriction Period and for such longer time as the Retaining Parties may request, the Certificate Administrator shall
hold each Individual Certificate evidencing the RRI Interest at the below location, or any other location; provided the
Certificate Administrator has given notice to each of the Retaining Parties of such new location:


 


Wells Fargo Bank NA


Attn: Security Control and
Transfer (SCAT) – MAC N9345-010


425 E Hennepin Avenue


Minneapolis, MN 55414


 


The Certificate Administrator shall
make available to each Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and each respective Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any
transfer of a Certificate evidencing the RRI Interest shall be subject to Article V.


 


Section 5.02     Registration,
Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at its offices
books (the “Certificate Register”) for the registration, transfer and exchange of Certificates (the
Certificate Administrator, in such capacity, being the “Certificate Registrar”). The Depositor, the
Trustee, the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a
copy thereof at all reasonable times, and to rely conclusively upon a


 



    -396-


     

    

 


certificate of the Certificate Registrar as
to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses
of the transferees of any Certificates shall be registered in the Certificate Register; provided, in no event shall the
Certificate Registrar be required to maintain in the Certificate Register the names of the individual Participants holding beneficial
interests in the Trust Fund through the Depository. The Person in whose name any Certificate is so registered shall be deemed and
treated as the sole owner and Holder thereof for all purposes of this Agreement and the Depositor, Certificate Registrar, the Master
Servicer, Special Servicer, the Trustee, the Certificate Administrator, any Paying Agent and any agent of any of them shall not
be affected by any notice or knowledge to the contrary. An Individual Certificate is transferable or exchangeable only upon the
surrender of such Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements of Section 5.01(h) and Sections 5.02(c),
(d), (e), (f), (g), (h) and (i) of this Agreement. Upon request of the Certificate Administrator,
the Certificate Registrar shall provide the Certificate Administrator with the names, addresses and Percentage Interests of the
Holders. In its capacity as Certificate Registrar, the Certificate Administrator shall be responsible for, among other things,
holding each Certificate evidencing the RRI Interest as Individual Certificates on behalf of each Holder of such Class.


 


(b)       Upon
surrender for registration of transfer of any Individual Certificate, subject to the requirements of Sections 5.02(c),
(d), (e), (f), (g), (h) and (i) of this Agreement, the Certificate Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more
new Certificates in Denominations of a like aggregate Denomination as the Individual Certificate being surrendered. Such Certificates
shall be delivered by the Certificate Registrar in accordance with Section 5.02(e) of this Agreement. Each Certificate
surrendered for registration of transfer shall be canceled and subsequently destroyed by the Certificate Registrar. Each new Certificate
issued pursuant to this Section 5.02 shall be registered in the name of any Person as the transferring Holder may request,
subject to the provisions of Sections 5.01(h) and 5.02(c), (d), (e), (f), (g), (h)
and (i) of this Agreement.


 


(c)       In
addition to the provisions of Sections 5.01(h) and (j) and 5.02(d), (e), (f), (g),
(h) and (i) of this Agreement and the rules of the Depository, the exchange, transfer and registration of transfer
of Private Certificates that are Individual Certificates or beneficial interests in the Private Global Certificates shall be subject
to the following restrictions:


 


(i)        Transfers
between Holders of Individual Certificates. With respect to the transfer and registration of transfer of an Individual Certificate
representing an interest in a Class of Private Certificates or a Class of Class V Certificates (other than the Class V1-A
and V1-C Certificates) to a transferee that takes delivery in the form of an Individual Certificate (other than transfers of the
Class S or Class R Certificates, which may be made only in accordance with Section 5.02(i) of this Agreement, and subject
to the issuance and transfer of any Certificate evidencing the RRI Interest during the RRI Interest Transfer Restriction Period
in accordance with Section 5.01(j)):


 


(A)       Other
than the initial transfer from the Initial Purchasers to an initial investor, the Certificate Registrar shall register the transfer
of such Individual Certificate if the requested transfer is being made by a transferee who


 



    -397-


     

    

 


has provided the Certificate Registrar
with an Investment Representation Letter substantially in the form of Exhibit D-1 to this Agreement (an “Investment
Representation Letter”), to the effect that the transfer is being made to a Qualified Institutional Buyer in accordance
with Rule 144A;


 


(B)       The
Certificate Registrar shall register the transfer of such Individual Certificate pursuant to Regulation S after the expiration
of the Restricted Period if (1) the transferor has provided the Certificate Registrar with a Regulation S Transfer Certificate
substantially in the form of Exhibit G to this Agreement (a “Regulation S Transfer Certificate”),
and (2) the transferee furnishes to the Certificate Registrar an Investment Representation Letter; or


 


(C)       The
Certificate Registrar shall register the transfer of such Individual Certificate if prior to the transfer such transferee furnishes
to the Certificate Registrar (1) an Investment Representation Letter to the effect that the transfer is being made to an Institutional
Accredited Investor or to an Affiliated Person in accordance with an applicable exemption under the Act, and (2) in the case
of a transfer to an Affiliated Person, an opinion of counsel acceptable to the Certificate Registrar that such transfer is in compliance
with the Act;


 


and, in each case, the Certificate Registrar
shall register the transfer of such Individual Certificate only if prior to the transfer the transferee furnishes to the Certificate
Registrar a written undertaking by the transferor to reimburse the Trust Fund for any costs incurred by it in connection with the
proposed transfer. In addition, the Certificate Registrar may, as a condition of the registration of any such transfer, require
the transferor to furnish such other certificates, legal opinions or other information (at the transferor’s expense) as the
Certificate Registrar may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from,
or in a commercial mortgage-backed securitization transaction not subject to, the registration requirements of the Act and other
applicable laws.


 


(ii)       Transfers
within the Private Global Certificates. Notwithstanding any provision to the contrary herein, so long as a Private Global Certificate
remains outstanding and is held by or on behalf of the Depository, transfers within such Global Certificate shall only be made
in accordance with this Section 5.02(c)(ii).


 


(A)       Rule 144A
Global Certificate to Regulation S Global Certificate During the Restricted Period. If, during the Restricted Period, a Certificate
Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest in such Rule 144A
Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation
S Global Certificate, such Certificate Owner may, in addition to complying with all applicable rules and procedures of the Depository
and Clearstream or Euroclear applicable to transfers by their respective participants (the “Applicable Procedures”),
transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Certificate
only upon compliance with the provisions of this Section 5.02(c)(ii)(A). Upon receipt by the Certificate Registrar
at the Corporate


 



    -398-


     

    

 


Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent
Member directing the Certificate Registrar to credit or cause to be credited to another specified Agent Member’s account
a beneficial interest in the Regulation S Global Certificate in an amount equal to the Denomination of the beneficial interest
in the Rule 144A Global Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures
containing information regarding the account of the Agent Member and the Euroclear or Clearstream account, as the case may be,
to be credited with, and the account of the Agent Member to be debited for, such beneficial interest, and (3) a certificate
in the form of Exhibit H to this Agreement given by the Certificate Owner of such interest, the Certificate Registrar
shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination of the Rule 144A Global
Certificate by the Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred and, concurrently
with such reduction, to increase the Denomination of the Regulation S Global Certificate by the Denomination of the beneficial
interest in the Rule 144A Global Certificate to be so transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions (who shall be an Agent Member acting for or on behalf of Euroclear or Clearstream, or
both, as the ease may be) a beneficial interest in the Regulation S Global Certificate having a Denomination equal to the amount
by which the Denomination of the Rule 144A Global Certificate was reduced upon such transfer.


 


(B)       Rule 144A
Global Certificate to Regulation S Global Certificate After the Restricted Period. If, after the Restricted Period, a Certificate
Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest in such Rule 144A
Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation
S Global Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer
of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Certificate only upon compliance
with the provisions of this Section 5.02(c)(ii)(B). Upon receipt by the Certificate Registrar at the Corporate Trust
Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate
Registrar to credit or cause to be credited to another specified Agent Member’s account a beneficial interest in the Regulation
S Global Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Global Certificate
to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding
the account of the Agent Member and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or
Clearstream account, as the case may be, to be credited with, and the account of the Agent Member to be debited for, such beneficial
interest, and (3) a certificate in the form of Exhibit I to this Agreement given by the Certificate Owner of such
interest, the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination
of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Global
Certificate to be


 



    -399-


     

    

 


so transferred and, concurrently with such reduction, to increase the Denomination of the Regulation S Global
Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred,
and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the
Regulation S Global Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Global
Certificate was reduced upon such transfer.


 


(C)       Regulation
S Global Certificate to Rule 144A Global Certificate. If the Certificate Owner of an interest in a Regulation S Global
Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate to a Person who wishes
to take delivery thereof in the form of a beneficial interest in the related Rule 144A Global Certificate, such Certificate
Owner may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest
for an equivalent beneficial interest in such Rule 144A Global Certificate only upon compliance with the provisions of this
Section 5.02(c)(ii)(C). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written
instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit
or cause to be credited to another specified Agent Member’s account a beneficial interest in the Rule 144A Global Certificate
in an amount equal to the Denomination of the beneficial interest in the Regulation S Global Certificate to be transferred, (2) a
written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member
to be credited with, and the account of the Agent Member or, if such account is held for Euroclear or Clearstream, the Euroclear
or Clearstream account, as the case may be, to be debited for, such beneficial interest, and (3) with respect to a transfer of
a beneficial interest in a Regulation S Global Certificate for a beneficial interest in the related Rule 144A Global Certificate
(i) during the Restricted Period, a certificate in the form of Exhibit J to this Agreement given by the holder
of such beneficial interest or (ii) after the Restricted Period, an Investment Representation Letter from the transferee to
the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall instruct the Depository or
the Certificate Custodian, as applicable, to reduce the Denomination of the Regulation S Global Certificate by the aggregate Denomination
of the beneficial interest in the Regulation S Global Certificate to be transferred, and, concurrently with such reduction, to
increase the Denomination of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial interest in
the Regulation S Global Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in such Rule 144A Global Certificate having a Denomination equal to the amount
by which the Denomination of the Regulation S Global Certificate was reduced upon such transfer.


 






    -400-


     

    

 


(iii)       Transfers
from the Private Global Certificates to Individual Certificates. Any and all transfers from a Private Global Certificate to
a transferee wishing to take delivery in the form of an Individual Certificate will require the transferee to take delivery subject
to the restrictions on the transfer of such Individual Certificate described in a legend set forth on the face of such Certificate
substantially in the form of Exhibit F to this Agreement (the “Securities Legend”), and such transferee
agrees that it will transfer such Individual Certificate only as provided therein and herein. No such transfer shall be made and
the Certificate Registrar shall not register any such transfer unless such transfer is made in accordance with this Section 5.02(c)(iii).


 


(A)       Transfers
of a beneficial interest in a Private Global Certificate to an Institutional Accredited Investor will require delivery in the form
of an Individual Certificate and the Certificate Registrar shall register such transfer only upon compliance with the provisions
of Section 5.02(c)(i)(C) of this Agreement.


 


(B)       Transfers
of a beneficial interest in a Private Global Certificate to a Qualified Institutional Buyer or a Regulation S Investor wishing
to take delivery in the form of an Individual Certificate will be registered by the Certificate Registrar only upon compliance
with the provisions of Section 5.02(c)(i)(A) or (B) of this Agreement, respectively.


 


(C)       Notwithstanding
the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to an Individual Certificate pursuant
to Subparagraph (B) above shall be made prior to the expiration of the Restricted Period.


 


Upon acceptance for exchange or transfer of
a beneficial interest in a Private Global Certificate for an Individual Certificate, as provided herein, the Certificate Registrar
shall endorse on the schedule affixed to the related Private Global Certificate (or on a continuation of such schedule affixed
to such Private Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer
and a decrease in the Denomination of such Private Global Certificate equal to the Denomination of such Individual Certificate
issued in exchange therefor or upon transfer thereof. Unless determined otherwise by the Certificate Registrar and the Depositor
in accordance with applicable law, an Individual Certificate issued upon transfer of or exchange for a beneficial interest in the
Private Global Certificate shall bear the Securities Legend.


 


(iv)       Transfers
of Individual Certificates to the Private Global Certificates. If a Holder of an Individual Certificate (other than any Class
V Certificate and any Certificate evidencing the RRI Interest during the RRI Interest Transfer Restriction Period) wishes at any
time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related
Regulation S Global Certificate or the related Rule 144A Global Certificate, such transfer may be effected only in accordance
with the Applicable Procedures and this Section 5.02(c)(iv). Upon receipt by the Certificate Registrar at the Corporate
Trust Office of (l) the Individual Certificate to be transferred with an assignment and transfer pursuant to Section 5.05(a)
of this Agreement, (2) written instructions given in accordance with the Applicable Procedures from an Agent Member


 



    -401-


     

    

 


directing
the Certificate Registrar to credit or cause to be credited to a specified Agent Member’s account a beneficial interest in
such Regulation S Global Certificate or such Rule 144A Global Certificate, as the case may be, in an amount equal to the Denomination
of the Individual Certificate to be so transferred, (3) a written order given in accordance with the Applicable Procedures
containing information regarding the account of the Agent Member and, in the case of any transfer pursuant to Regulation S, the
Euroclear or Clearstream account, as the case may be, to be credited with such beneficial interest, and (4) (x) an Investment
Representation Letter from the transferee and, if delivery is to be taken in the form of a beneficial interest in the Regulation
S Global Certificate, a Regulation S Transfer Certificate from the transferor or (y) an Investment Representation Letter from
the transferee to the effect that such transferee is a Qualified Institutional Buyer if delivery is to be taken in the form of
a beneficial interest in the Rule 144A Global Certificate, the Certificate Registrar shall cancel such Individual Certificate,
execute and deliver a new Individual Certificate for the Denomination of the Individual Certificate not so transferred, registered
in the name of the Holder or the Holder’s transferee (as instructed by the Holder), and the Certificate Registrar shall instruct
the Depository or the Certificate Custodian, as applicable, to increase the Denomination of the Regulation S Global Certificate
or the Rule 144A Global Certificate, as the case may be, by the Denomination of the Individual Certificate to be so transferred,
and to credit or cause to be credited to the account of the Person specified in such instructions who, in the case of any increase
in the Regulation S Global Certificate during the Restricted Period, shall be an Agent Member acting for or on behalf of Euroclear
or Clearstream, or both, as the case may be, a corresponding Denomination of the Rule 144A Global Certificate or the Regulation
S Global Certificate, as the case may be.


 


It is the intent of the foregoing that under
no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery in the form
of a beneficial interest in a Private Global Certificate, other than the initial transfer from the Initial Purchasers to an initial
investor.


 


(v)       All
Transfers. An exchange of a beneficial interest in a Global Certificate for an Individual Certificate or Certificates, an exchange
of an Individual Certificate or Certificates for a beneficial interest in a Global Certificate and an exchange of an Individual
Certificate or Certificates for another Individual Certificate or Certificates (in each case, whether or not such exchange is made
in anticipation of subsequent transfer, and, in the case of the Global Certificates, so long as the Global Certificates remain
outstanding and are held by or on behalf of the Depository), may be made only in accordance with this Section 5.02
and in accordance with the rules of the Depository and Applicable Procedures.


 


(vi)       Transfers
of Certificates Evidencing the RRI Interest. At all times, if a Transfer of any Certificate evidencing the RRI Interest is
to be made, then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively
rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto
as Exhibit C-3, which such certification must be countersigned by the Retaining Sponsor with a medallion stamp guarantee
of the Retaining Sponsor, and (ii) a certification from the Certificateholder


 



    -402-


     

    

 


desiring to effect such transfer substantially in
the form attached hereto as Exhibit C-4, which such certification must be countersigned by the Retaining Sponsor with a
medallion stamp guarantee of the Retaining Sponsor. Upon receipt of the foregoing certifications, the Certificate Registrar shall,
subject to Section 5.01(j) and Section 5.02(a), reflect such Certificate evidencing the RRI Interest in the name
of the prospective Transferee. For the avoidance of doubt, in no event shall a Certificate evidencing the RRI Interest be held
as a Book-Entry Certificate during the RRI Interest Transfer Restriction Period.


 


(d)       If
Certificates are issued upon the transfer, exchange or replacement of Certificates not bearing the Securities Legend, the Certificates
so issued shall not bear the Securities Legend. If Certificates are issued upon the transfer, exchange or replacement of Certificates
bearing the Securities Legend, or if a request is made to remove the Securities Legend on a Certificate, the Certificates so issued
shall bear the Securities Legend, or the Securities Legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an opinion of counsel (at the expense of the party requesting
the removal of such legend) familiar with United States securities laws, as may be reasonably required by the Certificate
Registrar, that neither the Securities Legend nor the restrictions on transfers set forth therein are required to ensure that transfers
of any Certificate comply with the provisions of Rule 144A or Rule 144 under the Act or that such Certificate is not
a “restricted security” within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence,
the Certificate Registrar shall execute and deliver a Certificate that does not bear the Securities Legend.


 


(e)       Subject
to the restrictions on transfer and exchange set forth in Section 5.01(i) and in this Section 5.02, the
Holder of any Individual Certificate may transfer or exchange the same in whole or in part (with a denomination equal to any authorized
denomination) by surrendering such Certificate at the office of the Certificate Administrator or at the office of any transfer
agent appointed as provided under this Agreement, together with an instrument of assignment or transfer (executed by the Holder
or its duly authorized attorney), in the case of transfer, and a written request for exchange, in the case of exchange. Following
a proper request for transfer or exchange, the Certificate Registrar shall, within five Business Days of such request if made at
such office of the Certificate Administrator or within ten Business Days if made at the office of a transfer agent (other than
the Certificate Registrar), execute and deliver at the office of the Certificate Administrator or at the office of such transfer
agent, as the case may be, to the transferee (in the case of transfer) or Holder (in the case of exchange) or send by first-class
mail (at the risk of the transferee in the case of transfer or Holder in the case of exchange) to such address as the transferee
or Holder, as applicable, may request, an Individual Certificate or Certificates, as the case may require, for a like aggregate
Denomination and in such Denomination or Denominations as may be requested. The presentation for transfer or exchange of any Individual
Certificate shall not be valid unless made at the office of the Certificate Administrator or at the office of a transfer agent
by the registered Holder in person, or by a duly authorized attorney-in-fact. The Certificate Registrar may decline to accept any
request for an exchange or registration of transfer of any Certificate during the period of 15 days preceding any Distribution
Date.


 


(f)       An
Individual Certificate (other than an Individual Certificate issued in exchange for a beneficial interest in a Global Certificate
pursuant to Section 5.01 of this


 



    -403-


     

    

 


Agreement) or a beneficial interest in a Private Global Certificate may only be transferred
to Eligible Investors, as described herein. In the event that a Responsible Officer of the Certificate Registrar has actual knowledge
that such an Individual Certificate or beneficial interest in a Private Global Certificate is being held by or for the benefit
of a Person who is not an Eligible Investor, or that such holding is unlawful under the laws of a relevant jurisdiction, then the
Certificate Registrar shall have the right to void such transfer, if permitted under applicable law, or to require the investor
to sell such Individual Certificate or beneficial interest in a Private Global Certificate to an Eligible Investor within fourteen
days after notice of such determination and each Certificateholder by its acceptance of a Certificate authorizes the Certificate
Registrar to take such action.


 


(g)       Subject
to the provisions of this Section 5.02 regarding transfer and exchange, transfers of the Global Certificates shall
be limited to transfers of such Global Certificates in whole, but not in part, to nominees of the Depository or to a successor
of the Depository or such successor’s nominee.


 


(h)       No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in this Section 5.02 other than for transfers to Institutional Accredited Investors, as provided
herein. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions,
submitted by the transferor or transferee to the Certificate Registrar as provided herein) incurred by the Certificate Registrar
in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any such transfer.


 


(i)       Subject
to Section 5.02(e) of this Agreement, transfers of the Class S or Class R Certificates may be made only in accordance
with this Section 5.02(i). The Certificate Registrar shall register the transfer of a Class R Certificate only
if (x) the transferor has advised the Certificate Registrar in writing that such Certificate is being transferred to a Qualified
Institutional Buyer and (y) prior to such transfer the transferee furnishes to the Certificate Registrar an Investment Representation
Letter. The Certificate Registrar shall register the transfer of a Class S Certificate only if (x) the transferor has advised the
Certificate Registrar in writing that such Certificate is being transferred to a Qualified Institutional Buyer or an Affiliated
Person or an Institutional Accredited Investor and (y) prior to such transfer the transferee furnishes to the Certificate Registrar
an Investment Representation Letter. In addition, the Certificate Registrar may as a condition of the registration of any such
transfer require the transferor to furnish such other certifications, legal opinions or other information (at the transferor’s
expense) as it may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Act and other applicable laws.


 


(j)       No
transfer, sale, pledge or other disposition of any Class of Private Certificates or interest therein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and any
applicable state securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the Depositor,
the Master Servicer, the Certificate Administrator, the Trustee nor


 



    -404-


     

    

 


the Certificate Registrar are obligated to register or qualify
the Private Certificates under the Act or any other securities law or to take any action not otherwise required under this Agreement
to permit the transfer of such Private Certificates without registration or qualification. Any Certificateholder desiring to effect
such a transfer shall, and does hereby agree to, indemnify the Depositor, the Master Servicer, the Certificate Administrator, the
Trustee and the Certificate Registrar, against any loss, liability or expense that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.


 


(k)       No
transfer of any Class X-E, Class X-F, Class X-G, Class E, Class F, Class G, Class V1-E, Class V2, Class S or Class R
Certificate (each, a “Restricted Certificate”) shall be made to (i) an employee benefit plan subject to
the fiduciary responsibility provisions of ERISA, or Section 4975 of the Code, or a governmental plan, as defined in Section 3(32)
of ERISA, or other plan subject to any federal, state or local law (“Similar Law”) which is to a material extent
similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (ii) a collective investment
fund whose underlying assets include Plan assets by reason of a Plan’s investment in the collective investment fund (pursuant
to U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, other than (with respect to transfer
of Restricted Certificates other than the Class S or Class R Certificates), an insurance company using the assets of its general
account under circumstances whereby such purchase and the subsequent holding of such Certificate by such insurance company would
be exempt from the “prohibited transaction” provisions of Sections 406 and 407 of ERISA and Code Section 4975
under Sections I and III of PTCE 95-60, or a substantially similar exemption under Similar Law. Each prospective transferee
of a Restricted Certificate shall either (A) deliver to the Depositor, the Certificate Registrar and the Certificate Administrator,
a transfer or representation letter, substantially in the form of Exhibit D-2 to this Agreement, stating that the prospective
transferee is not and will not become a Person referred to in (i) or (ii) above or (B) if the transferee is such an entity
specified in (i) or (ii) above (except in the case of a Class S or Class R Certificate, which may not be transferred unless
the transferee represents it is not such an entity), such entity, at its own expense, shall provide any opinion of counsel, officers’
certificates or agreements as may be required by, and in form and substance satisfactory to, the Depositor, the Certificate Administrator
and the Certificate Registrar, to the effect that the purchase and holding of the Certificates by or on behalf of a Plan will not
constitute or result in a non-exempt prohibited transaction within the meaning of Sections 406 and 407 of ERISA and Section 4975
of the Code, and will not subject the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Depositor, the Certificate Administrator, the Trustee or the Certificate Registrar to any obligation or liability. None of
the Certificate Administrator or the Certificate Registrar shall register a Class S or Class R Certificate in any Person’s
name unless such Person has provided the letter referred to in clause (A) of the preceding sentence. The transferee of
a beneficial interest in a Global Certificate that is a Restricted Certificate shall be deemed to represent that it is not and
will not become a Plan or a Person acting on behalf of any Plan or using the assets of any Plan to acquire such interest other
than (with respect to transfers of beneficial interests in Global Certificates which are Restricted Certificates other than the
Class S or Class R Certificates) an insurance company using the assets of its general account under circumstances whereby such
transfer to such insurance company would be exempt from the “prohibited transaction” provisions of Sections 406
and 407 of ERISA and Section 4975 of the Code under Sections I and III of PTCE 95-60, or a substantially similar exemption
under Similar Law. Any transfer of a Restricted Certificate that would violate or result in a non-exempt


 



    -405-


     

    

 


prohibited transaction
under ERISA or Section 4975 of the Code or Similar Law shall be deemed absolutely null and void ab initio.


 


(l)       Each
Person who has or acquires any Ownership Interest shall be deemed by the acceptance or acquisition of such Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership Interest are expressly
subject to the following provisions:


 


(i)       Each
Person acquiring or holding any Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Ownership
Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee.
Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status
of the beneficial owner of such Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence
of this Section 5.02(l) by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a
Person who is not a Permitted Transferee shall be void and of no effect, and the immediately preceding owner who was a Permitted
Transferee shall be restored to registered and beneficial ownership of the Ownership Interest as fully as possible.


 


(ii)       No
Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express
written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed
Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Ownership
Interest, the Certificate Registrar shall, as a condition to such consent, (x) require delivery to it in form and substance
satisfactory to it, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor an affidavit
in substantially the form attached as Exhibit C-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (i) the proposed transferee historically
has paid its debts as they have come due and intends to do so in the future, (ii) the proposed transferee understands that,
as the holder of an Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (iii) the
proposed transferee intends to pay taxes associated with holding the Ownership Interest as they become due, (iv) the proposed
transferee will not transfer the Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the
proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker,
nominee or other middleman) for a Person that is not a Permitted Transferee, (v) the proposed transferee will not cause income
from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of the proposed transferee or any other U.S. Person and (vi) the proposed transferee expressly agrees to
be bound by and to abide by the provisions of this Section 5.02(l) and (y) other than in connection with the initial
issuance of the Class R Certificates, require a statement from the proposed transferor substantially in the form attached as Exhibit C-2
(the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee
is not a Permitted Transferee and has


 



    -406-


     

    

 


no actual knowledge or reason to know that the proposed transferee’s statements in
the Transferee Affidavit are false.


 


(iii)       Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, that the Certificate
Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee is a Permitted
Transferee.


 


Neither the Certificate Administrator
nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction
or transfer imposed under Article V of this Agreement or under applicable law with respect to any transfer of any Certificate
(including, without limitation, the Securities Legend), or any interest therein, other than to require delivery of the certification(s)
and/or opinions of counsel described in Article V applicable with respect to changes in registration of record ownership
of Certificates in the Certificate Register. The Certificate Administrator and the Certificate Registrar shall have no liability
for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants
or Certificate Owners made in violation of applicable restrictions.


 


Upon written notice to the Certificate
Registrar, or upon the Certificate Registrar having actual knowledge, that there has occurred a Transfer to any Person that is
a Disqualified Organization or an agent thereof (including a broker, nominee, or middleman) in contravention of the foregoing restrictions,
and in any event not later than 60 days after a request for information from the transferor of such Ownership Interest, or
such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such
Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may
be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar
and the Certificate Administrator, the Certificate Registrar and the Certificate Administrator may charge a reasonable fee for
computing and furnishing such information to the transferor or to such agent referred to above; provided that such Persons
shall in no event be excused from furnishing such information.


 


Section 5.03     Mutilated,
Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Certificate Registrar such security or indemnity as may be required by
it to save it and the Certificate Administrator harmless, then, in the absence of actual knowledge by a Responsible Officer
of the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Administrator
or the Authenticating Agent shall execute and authenticate and the Certificate Registrar shall deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like tenor and
Percentage Interest. Upon the issuance of any new Certificate under this Section 5.03, the Certificate Registrar
may require the payment of a sum sufficient to cover


 



    -407-


     

    

 


any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any
replacement Certificate issued pursuant to this Section 5.03 shall constitute complete and indefeasible evidence
of ownership of the corresponding interest in the Trust Fund, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.


 


Section 5.04     Appointment
of Paying Agent. The Certificate Administrator may appoint a paying agent (a “Paying Agent”) for the
purpose of making distributions to Certificateholders pursuant to Section 4.01 of this Agreement. The Certificate
Administrator shall cause such Paying Agent, if other than the Certificate Administrator, the Trustee or the Master Servicer,
to execute and deliver to the Master Servicer and the Trustee an instrument in which such Paying Agent shall agree with the
Master Servicer and the Trustee that such Paying Agent will hold all sums held by it for the payment to Certificateholders in
trust for the benefit of the Certificateholders entitled thereto until such sums have been paid to the Certificateholders or
disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate Administrator. Except for the
Certificate Administrator, as the initial Paying Agent, the Paying Agent shall at all times be an entity having a long-term
unsecured debt rating of at least “A2” by Moody’s, “A” from Fitch and an equivalent rating from
KBRA (if rated by KBRA), or shall be otherwise acceptable to each Rating Agency, as confirmed by a receipt of a Rating Agency
Confirmation.


 


Section 5.05     Access
to Certificateholders’ Names and Addresses; Special Notices. (a) If any Certifying Certificateholder (for purposes
of this Section 5.05, an “Applicant”) applies in writing to the Certificate Registrar, and
such application states that the Applicant desires to communicate with other Certificateholders with respect to its rights
under this Agreement, the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request,
afford such Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours
to a current list of the Certificateholders related to the Class of Certificates held by such Certificateholder.


 


Any Certificateholder or Certificate
Owner wishing to communicate with other Certificateholders and Certificate Owners regarding the exercise of its rights under the
terms of this Agreement (such party, a “Requesting Investor”) may deliver a written request (a “Communication
Request”) signed by an authorized representative of the Requesting Investor to the Certificate Administrator. Any Communication
Request shall contain the method other Certificateholders and Certificate Owners should use to contact the Requesting Investor,
and, if the Requesting Investors is not the registered holder of a Class of Certificates, then the Communication Request must contain
(i) a written certification from the Requesting Investor that it is a beneficial owner of a class of certificates, (ii) the name
of the transaction, CD 2016-CD2 and (iii) one of the following forms of documentation evidencing its beneficial ownership in such
class of certificates: (A) a trade confirmation, (B) an account statement, (C) a medallion stamp guaranteed letter from a broker
or dealer stating the Requesting Investor is the beneficial owner, or (D) a document reasonably acceptable to the Certificate Administrator
that is similar to any of the documents identified in clauses (A) through (C). The Certificate Administrator shall not be permitted
to require any information other than the foregoing in verifying a Certificateholder’s or Certificate Owner’s identity
in connection with a Communication Request.


 



    -408-


     

    

 


Requesting Investors will be responsible for their own expenses in making any Communication
Request, but will not be required to bear any expenses of the Certificate Administrator. Upon receipt of such request, the Certificate
Administrator shall furnish or cause to be furnished to such Applicant a list of the names and addresses of the Certificateholders
as of the most recent Record Date.


 


(b)       Every
Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator and the Certificate Registrar
that the Certificate Administrator and the Certificate Registrar shall not be held accountable in any way by reason of the disclosure
of any information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such
information was derived.


 


(c)       Upon
the written request of any Certifying Certificateholder that (a) states that such Certificateholder desires the Certificate
Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted by other
Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact and
(b) provides a copy of the Special Notice which such Certificateholder proposes to transmit, the Certificate Administrator
shall deliver such Special Notice to all Certificateholders at their respective addresses appearing on the Certificate Register.
The costs and expenses of the Certificate Administrator associated with delivering with any such Special Notice shall be borne
by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither
the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure of any such Special
Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


Section 5.06     Actions
of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing;
and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Certificate Administrator and the Trustee and, when required, to the Master Servicer. Proof of execution of
any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Certificate Administrator, the Trustee and the Master Servicer, if made in the manner provided in
this Section.


 


(b)       The
fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator or the Trustee deems sufficient.


 


(c)       Any
request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Certificate Administrator or the Trustee or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.


 






    -409-


     

    

 


(d)       The
Certificate Administrator, the Trustee or Certificate Registrar may require such additional proof of any matter referred to in
this Section 5.06 as it shall deem necessary.


 


Section 5.07     Rule
144A Information. The Certificate Administrator shall, upon request of any Certifying Certificateholder that is a Holder
of a Private Certificate or any beneficial owner of such a Certificate, furnish to such Holder or beneficial owner or a
prospective purchaser designated by such Holder or beneficial owner who is a Qualified Institutional Buyer the information
required to be delivered under Rule 144A(d)(4) under the Act, to the extent such information has been provided to the
Certificate Administrator and has been identified as Rule 144A information (which shall include all information on the
Certificate Administrator’s Website and all information currently required to be made available to Certificateholders,
as well as any other specifically identified information herein), if at the time of such request periodic reports are not
being filed with respect to the Trust under Section 13 or Section 15(d) of the Exchange Act.


 


Section 5.08     Voting
Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator shall
administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by
mail with respect to Individual Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)       Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Individual Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)       In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 






    -410-


     

    

 



(c)       The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted.
Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote.
Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and
the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.08(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date
such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error,
retabulate the votes or conduct a new vote for the same proposition.


 


(d)       Unless
otherwise paid for by any Holder pursuant to Section 8.01 or Section 8.02, or clause (e) below, any and all
reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne by the Trust.
The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer questions other
than process-related questions regarding the administration of the vote.


 


(e)       If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


Section 5.09     Exchanges of
Exchangeable Groups of Certificates.


 


(a)       The
Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders
of the Certificates (other than the Class R Certificates). The assets of the Grantor Trust held for the benefit of the Holders
of the Certificates (other than the Class R Certificates) shall consist of the Regular Interests. The Regular Interests shall be
held by the Certificate Administrator for the benefit of the Trustee. At all times, each Regular Certificate shall represent beneficial
ownership interests in the related Class Percentage Interest of the related Regular Interest, in each case, with the corresponding
alphabetic or alphanumeric designation. At all times, the Class V1-A Certificates shall represent beneficial ownership interests
in the Class V1-A Percentage Interest of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A and Class A-M
Regular Interests. At all times, the Class V1-B Certificates shall represent beneficial ownership interests in the Class V1-B Percentage
Interest of the Class X-B and Class B Regular Interests. At all times, the Class V1-C Certificates shall represent beneficial
ownership interests in the Class V1-C Percentage Interest of the Class C Regular Interests. At all times, the Class V1-D Certificates
shall represent beneficial ownership interests in the Class V1-D Percentage Interest of the Class X-D and Class D Regular Interests.
At all times, the Class V1-E Certificates shall represent beneficial ownership interests in the Class V1-E Percentage Interest
of the Class X-E, Class X-F,


 



    -411-


     

    

 


Class X-G, Class E, Class F and Class G Regular Interests. At all times, the Class V2 Certificates
shall represent beneficial ownership interests in the Class V2 Percentage Interest of the Regular Interests.


 


(b)       On
the Closing Date, the Grantor Trust shall issue the several Classes of Certificates (other than the Class R Certificates). Each
Class of Certificates (other than the Class R Certificates) shall be initially issued (or, in the case of the Regular Certificates
and Class S Certificates that initially evidence the RRI Interest, deemed to be issued and simultaneously exchanged in accordance
with Section 5.09(d)) on the Closing Date with, other than in the case of the Class S Certificates, the respective
aggregate initial Certificate Balance or Notional Amount, as applicable, set forth for such Class in the Preliminary Statement.


 


(c)       Following
the Closing Date and subject to the conditions set forth in Section 5.09(d), if a Certificateholder holds a uniform Tranche
Percentage Interest of an Exchangeable Group of Certificates, then such Exchangeable Group of Certificates may be exchanged on
the books of the Depository for the same Tranche Percentage Interest of any other Exchangeable Group of Certificates as the Certificates
to be surrendered. The Certificate(s) identified in the table below under “Exchangeable Group 1”, “Exchangeable
Group 2” and “Exchangeable Group 3” are each an “Exchangeable Group” of Certificates.






 


	
        Exchangeable Groups 

	
        Exchangeable Group 1
	
        Exchangeable Group 2
	
        Exchangeable Group 3

	Class A-1	Class V1-A	Class V2
	Class A-2
	Class A-SB
	Class A-3
	Class A-4
	Class X-A
	Class A-M
	Class X-B	Class V1-B
	Class B
	Class C	Class V1-C
	Class X-D	Class V1-D
	Class D
	Class X-E	Class V1-E
	Class X-F
	Class X-G
	Class E
	Class F
	Class G
	Class S


 


For the avoidance of doubt, by way
of example, the holder of a uniform Tranche Percentage Interest of each Class of Regular Certificates and the Class S Certificates
(collectively referred to in the table above as “Exchangeable Group 1”) may exchange such Certificates for the same
Tranche Percentage Interest of either (i) the Class V1-A, Class V1-B, Class V1-C, Class V1-D and Class V1-E Certificates (collectively
referred to in the table above 


 



    -412-


     

    

 


as “Exchangeable
Group 2”) or (ii) the Class V2 Certificates (referred to in the table above as “Exchangeable Group
3”).


 


(d)       An
exchange of an Exchangeable Group of Certificates may only occur if the Certificates being surrendered or received in such exchange
have denominations no smaller than the minimum Denominations set forth in Section 5.01. There shall be no limitation on
the number of exchanges of Exchangeable Groups of Certificates authorized pursuant to this Section 5.09. In addition,
the Depositor shall have the right to make or cause exchanges on the Closing Date and shall deliver instructions substantially
in the form of Exhibit MM to the Certificate Administrator along with the original Certificate exchanged (unless such exchanged
Certificate was deemed issued).


 


(e)       For
any exchange other than any exchange effectuated on the Closing Date by the Depositor pursuant to Section 5.09(d),
at the request of the Holder of a uniform Tranche Percentage Interest of an Exchangeable Group of Certificates, and upon the surrender
of the Certificates evidencing such Tranche Percentage, the Certificate Administrator, on behalf of the Trustee, shall deliver
(by the means set forth in the penultimate sentence of Section 5.09(h)) the corresponding Exchangeable Group of Certificates
to which such Certificateholder is entitled as set forth in Section 5.09(c).


 


(f)       In
connection with any exchange of an Exchangeable Group of Certificates, (i) the Certificate Registrar shall reduce the outstanding
aggregate Certificate Balance or Notional Amount, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates
surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Balance
or Notional Amount, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder
in such exchange on the Certificate Register, (ii) the Certificate Registrar shall reduce the initial Certificate Balance
or Notional Amount specified in the Preliminary Statement to this Agreement, as applicable, of the Class or Classes comprising
the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the
initial Certificate Balance or Notional Amount specified in the Preliminary Statement to this Agreement, as applicable, of the
related Class or Classes of the Exchangeable Group of Certificates received by such Holder, and (iii) in the case of any related
Global Certificate, the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at
the Depository and make appropriate notations on the Global Certificate for each related Class of Certificates to reflect such
reductions and increases.


 


(g)       For
all exchanges other than any exchange effectuated by the Depositor pursuant to Section 5.09(d), in order to effect
an exchange of an Exchangeable Group of Certificates, the Certificateholder shall notify the Certificate Administrator in writing
or by e-mail at cts.cmbs.bond.admin@wellsfargo.com (with a subject line referencing “CD 2016-CD2” and setting
forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange
Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange
notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and
(iii) set forth the following information: the CUSIP Number of each Certificate to be exchanged and each Certificate to be received;
the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be exchanged and the
original and outstanding


 



    -413-


     

    

 


Certificate Balance or Notional Amount, as applicable, of the Certificates to be received; the Certificateholder’s
Depository participant number, if applicable; and the proposed Exchange Date. The Certificateholder and the Certificate Registrar
shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Certificates
that are Global Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date.
Global Certificates shall be exchangeable on the books of the Depository for the corresponding Global Certificates on and after
the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit MM.


 


(h)       The
Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any exchange on
the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record
Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month,
then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to
the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the
Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates
in the market to accomplish any exchange.


 


Article VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE OPERATING
ADVISOR AND THE ASSET REPRESENTATIONS REVIEWER


 


Section 6.01     Liability
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this
Agreement.


 


Section 6.02     Merger
or Consolidation of the Master Servicer, the Special Servicer, the Depositor, the Asset Representations Reviewer or the Operating
Advisor. Subject to the following paragraph, each of the Master Servicer and the Special Servicer shall keep in full effect
its existence, rights and good standing as a national banking association under the laws of the United States of America, and
shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties securing the Mortgage Loans
that it is servicing are located or to protect the validity and enforceability of this Agreement, the Certificates or any of such
Mortgage Loans that it is servicing and to perform its respective duties under this Agreement. In addition, subject to the following
paragraph, the Operating Advisor and the Asset Representations Reviewer shall keep in full effect its existence, rights and good
standing as a limited liability company under the laws of the State of New York and shall not jeopardize its ability to do business
in each jurisdiction in which the Mortgaged Properties are located or to protect the validity and enforceability of this Agreement,
the Certificates or any of such Mortgage Loans and to perform its respective duties under this Agreement.


 


Each of the Master Servicer, the Special
Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer may be merged or consolidated with or into
any


 



    -414-


     

    

 


Person, or transfer all or substantially all of its assets to any Person, in which case any Person into which the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer may be merged or consolidated,
or any Person resulting from any merger or consolidation to which the Master Servicer, the Special Servicer, the Depositor, the
Operating Advisor or the Asset Representations Reviewer is a party, or any Person succeeding to the business of the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer, shall be the successor of the
Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer, as applicable,
hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer, the Depositor,
the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if each of the Rating Agencies has provided
a Rating Agency Confirmation relating to the Certificates and Serviced Companion Loan Securities, if any; provided that
none of the Master Servicer, the Special Servicer or the Operating Advisor shall be required to obtain a Rating Agency Confirmation
from any Rating Agency if the Master Servicer, Special Servicer or Operating Advisor, as applicable, is merged into or consolidated
with a Qualified Affiliate or transfers all or substantially all of its assets to a Qualified Affiliate; provided, further,
if the Master Servicer, the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special
Servicer or the Operating Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer, the Special
Servicer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency
Confirmation or obtain the consent of the Depositor. Notwithstanding the foregoing, no Master Servicer, Special Servicer, the Operating
Advisor or the Asset Representations Reviewer may remain the Master Servicer, Special Servicer, the Operating Advisor or the Asset
Representations Reviewer, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person
that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited
Party, except to the extent (i) the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer, as applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues to be in
compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation
or transfer, which consent shall not be unreasonably withheld. The Asset Representations Reviewer shall keep in full effect its
existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws
of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Asset Representations
Reviewer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Asset Representations
Reviewer shall be a party, or any Person succeeding to the business of the Asset Representations Reviewer, shall be the successor
of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed all of the liabilities and obligations of
such Asset Representations Reviewer hereunder, without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the Trustee has received a Rating
Agency Confirmation with respect to such successor or surviving Person.


 


Section 6.03     Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer nor any Affiliates, partners, shareholders, directors, officers,


 



    -415-


     

    

 


employees, members, managers,
representatives or agents (including sub-servicers) of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor or the Asset Representations Reviewer shall be under any liability to the Trust Fund, the
Certificateholders, any Serviced Companion Loan Noteholders, any party hereto or any third party beneficiary for any action
taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement (including actions taken or
not taken at the direction of any Directing Holder), or for errors in judgment; provided, that this provision shall
not protect the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer, or any Affiliate, representative, member, manager, director, officer, employee or agent (including sub-servicers)
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer,
against any breach of warranties or representations made herein, or against any liability which would otherwise be imposed by
reason of willful misconduct, bad faith or negligence (or in the case of (x) the Master Servicer or Special Servicer, by
reason of any specific liability imposed hereunder for a breach of the Servicing Standard, (y) the Operating Advisor, by
reason of any specific liability imposed hereunder for a breach of the Operating Advisor Standard or (z) the Asset
Representations Reviewer, by reason of any specific liability imposed hereunder for a breach of the Asset Review Standard) in
the performance of duties or by reason of negligent disregard of obligations or duties hereunder. The Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any Affiliate,
representative, member, manager, director, officer, employee or agent (including sub-servicers) of the Depositor, the Master
Servicer, the Special Servicer or the Operating Advisor may rely in good faith on any document of any kind which, prima
facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. In
addition, in no event shall the Depositor be obligated to cause any party to perform or comply with the obligations to remit
the CREFC® Intellectual Property Royalty License Fee to CREFC®, to report any such
CREFC® Intellectual Property Royalty License Fee so paid or to make available any Distribution Date Statement
to the general public (or in particular, CREFC®).


 


The Trust Fund and each Serviced Companion
Loan Noteholder shall be indemnified and held harmless by each of the Master Servicer, the Special Servicer and the Operating Advisor
(severally and not jointly) for any loss, liability or expense (including legal fees and expenses) incurred in connection with
any claim, loss, penalty, fine, foreclosure, judgment or liability relating to this Agreement or the Certificates, incurred by
the Trust Fund or such Serviced Companion Loan Noteholder, as applicable, by reason of willful misconduct, bad faith, fraud or
negligence in the performance of duties hereunder, or by reason of negligent disregard of obligations and duties thereunder, on
the part of such indemnifying party.


 


The Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any Affiliates, directors, officers, employees,
members, managers, representatives and agents (including sub-servicers) of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be indemnified and held harmless by the Trust Fund for any loss,
liability or expense (including legal fees and expenses) incurred in connection with any claim, loss, penalty, fine, foreclosure,
judgment, liability or legal action relating to this Agreement or the Certificates, other than any loss, liability or expense (including
legal fees and expenses) (i) incurred by such party by reason of willful misconduct, bad faith, fraud or negligence in the
performance of duties


 



    -416-


     

    

 


hereunder or by reason of negligent disregard of obligations and duties thereunder or (ii) in the case
of the Depositor and any of its Affiliates, directors, officers, representatives, members, managers, employees and agents, incurred
in connection with any violation by any of them of any state or federal securities law; provided that such indemnified parties
shall be paid out of the Collection Account in accordance with Section 3.06(a) of this Agreement; provided,
further, that if such matter relates directly to any Serviced Whole Loan, such indemnified parties shall be paid first
out of the applicable Serviced Whole Loan Collection Account (allocated in accordance with the expense allocation provision of
the related Intercreditor Agreement), and then, if funds therein are insufficient, out of the Collection Account; provided
that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust
any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable
to the related Serviced Companion Loans from the related Companion Loan Noteholders.


 


The Depositor shall indemnify the Asset
Representations Reviewer and the Operating Advisor and each of their respective Affiliates and each of their respective directors,
officers, employees, representatives and agents, and hold each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that such indemnified
party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel
incurred by such indemnified party in any action or proceeding between the Depositor and such indemnified party or between such
indemnified party and any third party or otherwise) resulting from the Depositor’s willful misconduct, bad faith, fraud or
negligence in the performance of each of its duties hereunder or by reason of negligent disregard of its respective obligations
and duties hereunder.


 


The Operating Advisor shall indemnify
the Asset Representations Reviewer and the Depositor and each of their respective Affiliates and each of their respective directors,
officers, employees, representatives and agents, and hold each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that such indemnified
party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel
incurred by such indemnified party in any action or proceeding between the Operating Advisor and such indemnified party or between
such indemnified party and any third party or otherwise) resulting from the Operating Advisor’s willful misconduct, bad faith,
fraud or negligence in the performance of each of its duties hereunder or by reason of negligent disregard of its respective obligations
and duties hereunder.


 


The Asset Representations Reviewer
shall indemnify the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating
Advisor and the Trust and each of their Affiliates and any partner, director, officer, shareholder, member, manager, employee,
representative or agent thereof, and hold them harmless, from and against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of
them may sustain arising from or as a result of any willful misconduct, bad faith, fraud or negligence of the Asset Representations
Reviewer in the performance of its obligations and duties under this Agreement


 



    -417-


     

    

 


or by reason of negligent disregard by the Asset
Representations Reviewer of its duties and obligations hereunder.


 


(b)       None
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall
be under any obligation to appear in, prosecute or defend any legal action that (i) is not incidental to its respective duties
under this Agreement or (ii) in its opinion, may expose it to any expense or liability not recoverable from the Trust Fund; provided,
that each of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may in its discretion undertake
any such action that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders and holders of Serviced Companion Loan Securities, if applicable, hereunder. In such
event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust Fund and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to be
reimbursed therefor from the Collection Account in accordance with Section 3.06(a) of this Agreement) no later than
60 days after submitting such expenses or costs for reimbursement, provided that a failure to reimburse such parties within such
60 days will not affect or limit such parties’ rights to receive reimbursement hereunder; provided, further, that
in the case of any Serviced Whole Loan, such amounts shall be allocated in accordance with the expense allocation provision of
the related Intercreditor Agreement, and such parties shall be entitled to be reimbursed first, from the applicable Serviced
Whole Loan Collection Account and then, from the Collection Account, all in accordance with Section 3.06(a)
of this Agreement and the related Intercreditor Agreement.


 


(c)       The
terms of this Section 6.03 shall survive the termination of any party hereto or of this Agreement.


 


Section 6.04     Limitation
on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer,
the Special Servicer and the Operating Advisor. (a) Each of the Master Servicer, the Special Servicer and the Operating
Advisor may assign their respective rights and delegate their respective duties and obligations under this Agreement in
connection with the sale or transfer of a substantial portion of their commercial mortgage servicing, asset management or
(solely with respect to the Operating Advisor) commercial mortgage surveillance, portfolio, provided that:
(i) the purchaser or transferee accepting such assignment and delegation (A) shall be an established mortgage
finance institution, bank or mortgage servicing institution (or, in the case of the Operating Advisor, an Eligible Operating
Advisor), organized and doing business under the laws of the United States of America, any state of the United States of
America or the District of Columbia, authorized under such laws to perform the duties of the Master Servicer, Special
Servicer or Operating Advisor or a Person resulting from a merger, consolidation or succession that is permitted under Section 6.02
of this Agreement, (B) shall be acceptable to each Rating Agency as confirmed in a Rating Agency Confirmation delivered
to the Trustee and the Certificate Administrator relating to the Certificates and Serviced Companion Loan Securities, if any,
(C) shall execute and deliver to the Trustee and the Certificate Administrator an agreement that contains an assumption
by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed
by the Master Servicer, Special Servicer or Operating Advisor, as applicable under this Agreement from and after the date of


 



    -418-


     

    

 


such agreement and (D) shall not be a Prohibited Party; (ii) the Master Servicer, the Special Servicer or the
Operating Advisor shall not be released from its obligations under this Agreement that arose prior to the effective date of
such assignment and delegation under this Section 6.04; (iii) the rate at which the Servicing Compensation,
Special Servicing Compensation or Operating Advisor Fee, as applicable (or any component thereof) is calculated shall not
exceed the rate then in effect and (iv) the resigning Master Servicer, Special Servicer or Operating Advisor, as
applicable, shall be responsible for the reasonable costs and expenses of each other party hereto and the Rating Agencies in
connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee shall be
the successor Master Servicer, Special Servicer or Operating Advisor, as applicable, hereunder.


 


(b)       Except
as provided in Section 6.02 of this Agreement and this Section 6.04, the Master Servicer, the Special Servicer
and the Operating Advisor shall not resign from its respective obligations and duties hereby imposed on it except (i) upon
determination that such duties hereunder are no longer permissible under applicable law, (ii) in connection with the assignment
of rights and delegation of duties as set forth in Section 6.04(a), or (iii) solely with respect to the Operating Advisor,
pursuant to Section 6.04(e). Any such determination described in clause (i) above permitting the resignation of the
Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be evidenced by an Opinion of Counsel (obtained
at the resigning Master Servicer’s, Special Servicer’s or Operating Advisor’s expense) to such effect delivered
to the Trustee and the Certificate Administrator.


 


(c)       The
Trustee shall be permitted to remove the Master Servicer or the Special Servicer upon a Master Servicer Termination Event or Special
Servicer Termination Event, as applicable. Without limiting the generality of the succeeding paragraph, no such removal shall be
effective unless and until (i) the Master Servicer or the Special Servicer has been paid any unpaid Servicing Compensation
or Special Servicing Compensation, as applicable, unreimbursed Advances (including Advance Interest Amounts thereon to which it
is entitled) and all other amounts to which the Master Servicer or the Special Servicer is entitled hereunder to the extent such
amounts accrue prior to such effective date and (ii) with respect to a resignation by the Master Servicer, the successor Master
Servicer has deposited into the Investment Accounts from which amounts were withdrawn to reimburse the terminated Master Servicer,
an amount equal to the amounts so withdrawn, to the extent such amounts would not have been permitted to be withdrawn except pursuant
to this paragraph, in which case the successor Master Servicer shall, immediately upon deposit, have the same right of reimbursement
or payment as the terminated Master Servicer had immediately prior to its termination without regard to the operation of this paragraph.


 


(d)       No
resignation or removal of the Master Servicer, the Special Servicer or the Operating Advisor as contemplated by the preceding paragraphs
of this Section 6.04 shall become effective until (i) the Trustee or a successor Master Servicer, Special Servicer
or Operating Advisor shall have assumed the resigning or terminated Master Servicer’s, Special Servicer’s or Operating
Advisor’s responsibilities, duties, liabilities and obligations hereunder, (ii) the Certificate Administrator shall have
filed any required Form 8-K pursuant to Section 10.09, (iii) any other information required under Section 10.03
or Section 10.09 has been delivered to any applicable Other Depositor with respect to any related Companion Loan, and (iv) as
to any resignation, removal, succession, merger or consolidation of the Master Servicer or


 



    -419-


     

    

 


the Special Servicer that would constitute
a Reportable Event, upon at least 4 Business Days prior notice of the anticipated effective date of such event, the Certificate
Administrator and the Depositor shall cooperate in a timely manner with the Master Servicer, the Special Servicer or any other
Person pursuing such resignation, removal, succession, merger or consolidation, as applicable, in connection with the Depositor’s
or the Certificate Administrator’s obligation to file any related required Form 8-K relating to this Trust on the anticipated
effective date of such event. If no successor Master Servicer, Special Servicer or Operating Advisor can be obtained to perform
such obligations for the same compensation to which the terminated Master Servicer, Special Servicer or Operating Advisor would
have been entitled, additional amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor shall be
treated as Realized Losses.


 


(e)       The
Operating Advisor shall have the right to resign without cost or expense upon the occurrence of the Early Termination Notice Date. 
The Operating Advisor shall provide all of the parties to this Agreement and the Controlling Class Representative 30 days prior
written notice of any such resignation pursuant to this Section 6.04(e).  If the Operating Advisor resigns pursuant
to this Section 6.04(e), then no replacement Operating Advisor shall be appointed.  The resigning Operating Advisor
shall be entitled, and subject, to any rights and obligations that accrued under this Agreement prior to the date of any such resignation
(including accrued and unpaid compensation) and any indemnifications rights arising out of events occurring prior to such resignation.


 


The Operating Advisor may resign from
its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior written notice to the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Directing Holder
and the Risk Retention Consultation Parties, if applicable, and (b) upon the appointment of, and the acceptance of such appointment
by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation
from each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor
shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 6.04(e).


 


Section 6.05     Rights
of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer. Solely with respect to their
performance of their respective duties under this Agreement, the Master Servicer and the Special Servicer shall afford the
Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee and the Rating Agencies, upon
reasonable notice, during normal business hours access to all records maintained by it in respect of its rights and
obligations hereunder and access to its officers responsible for such obligations. Upon written request, the Master Servicer
and/or the Special Servicer, as applicable, shall furnish to the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator and the Trustee its most recent publicly available financial statements (or, with respect to the
Master Servicer, those of its ultimate parent) and such other non-proprietary information as the Master Servicer or the
Special Servicer, as the case may be, shall determine in its sole and absolute discretion as it possesses, which is relevant
to the performance of its duties hereunder and which it is not prohibited by applicable law or contract


 



    -420-


     

    

 


from disclosing. The
Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder
which are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of
such Person hereunder or exercise any rights of such Person hereunder, provided that the Master Servicer and the
Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or
its designee. If the Depositor or its designee undertakes any such action, it will be reimbursed by the Trust Fund from the
Collection Accounts (or with respect to a Serviced Whole Loan, to the extent such reimbursement is allocable to such Serviced
Whole Loan Collection Account), as provided in Section 3.06 and Section 6.03(a) hereof to the extent
not recoverable from the Master Servicer or Special Servicer, as applicable. None of the Depositor, the
Certificate Administrator, the Trustee, the Master Servicer (solely with respect to any action or failure to act by the
Special Servicer) or the Special Servicer (solely with respect to any action or failure to act by the Master Servicer) shall
have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer and no
such party is obligated to monitor or supervise the performance of the Master Servicer or the Special Servicer under this
Agreement or otherwise. Neither the Master Servicer nor the Special Servicer shall be under any obligation to disclose
confidential or proprietary information pursuant to this Section.


 


Section 6.06     The Master
Servicer or Special Servicer as Owners of a Certificate. The Master Servicer or an Affiliate of the Master Servicer, or the
Special Servicer or an Affiliate of the Special Servicer, may become the Holder (or with respect to a Global Certificate, Certificate
Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer or an
Affiliate thereof. If, at any time during which the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer
or the Special Servicer is the Holder or Certificate Owner of any Certificate, the Master Servicer or the Special Servicer proposes
to take action (including for this purpose, omitting to take action) that (i) is not expressly prohibited by the terms hereof
and would not, in the Master Servicer’s or the Special Servicer’s good faith judgment, violate the Servicing Standard,
and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s good faith judgment,
be considered by other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may, but will not
be required to, seek the approval of the Certificateholders to such action (or inaction) by delivering to the Certificate Administrator
a written notice that (i) states that it is delivered pursuant to this Section 6.06, (ii) identifies the
Percentage Interest of each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer or an Affiliate
of the Master Servicer or the Special Servicer and (iii) describes in reasonable detail the action (or inaction) that the
Master Servicer or the Special Servicer proposes to take (or refrain from taking). The Certificate Administrator, upon receipt
of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the Special Servicer
and its Affiliates, as appropriate) together with such instructions for response as the Certificate Administrator shall reasonably
determine. If at any time Certificateholders holding a majority of the Voting Rights of all Certificateholders and, if no Control
Termination Event has occurred and is continuing, the applicable Directing Holder (calculated without regard to the Certificates
beneficially owned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates, as applicable) shall have
consented in writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall
act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator
shall be entitled to reimbursement from the Master Servicer or the Special


 



    -421-


     

    

 


Servicer, as applicable, of the reasonable expenses
of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that the
Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing
matters arising hereunder, except in the case of unusual circumstances.


 


Section 6.07     The
Directing Holder and the Risk Retention Consultation Parties. (a) For so long as no Control Termination Event has
occurred and is continuing, the Directing Holder shall be entitled to advise (1) the Special Servicer with respect to all
Specially Serviced Loans (other than any Excluded Mortgage Loan with respect to such Directing Holder), (2) the Special
Servicer with respect to Performing Loans (other than any Excluded Mortgage Loan with respect to such Directing Holder) as to
all Special Servicer Major Decisions and (3) the Master Servicer with respect to Performing Loans (other than any Excluded
Mortgage Loan with respect to such Directing Holder) as to all Master Servicer Major Decisions.


 


Notwithstanding anything herein to
the contrary, except as set forth in this Section 6.07, both (1) the Master Servicer, solely to the extent it
is permitted to take any action constituting a Special Servicer Major Decision or Special Servicer Non-Major Decision as set forth
in Section 3.26 hereof, shall not be permitted to take any action constituting a Special Servicer Major Decision or Special
Servicer Non-Major Decision unless it has obtained the prior written consent of the Special Servicer and (2) for so long as
no Control Termination Event has occurred and is continuing, the Special Servicer shall not be permitted to consent to the Master
Servicer’s taking any of the following actions that constitute Special Servicer Major Decisions nor will the Master Servicer
or the Special Servicer itself be permitted to take any action constituting a Major Decision as to which the Directing Holder has
objected in writing within ten (10) Business Days (or 30 days with respect to clause (k) of the definition of “Major
Decision”) after receipt of the written recommendation and analysis together with such other information reasonably requested
by the Directing Holder (provided that if such written objection has not been received by the Master Servicer or the Special
Servicer, as applicable, within such ten (10) Business Day period (or 30 days with respect to clause (k) of the definition
of “Major Decision” or such longer period provided for in any related Intercreditor Agreement but not less than five
(5) Business Days after the time period set forth therein for Directing Holder approval), then the Directing Holder will be deemed
to have approved such action).


 


In addition, (i) for so long as no
Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other than any Non-Serviced Mortgage
Loan or any applicable Excluded Mortgage Loan with respect to the applicable Risk Retention Consultation Party), and (ii) during
the continuance of a Consultation Termination Event, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan
or any applicable Excluded Mortgage Loan with respect to the applicable Risk Retention Consultation Party), upon request of a Risk
Retention Consultation Party, the Master Servicer and the Special Servicer shall consult with such Risk Retention Consultation
Party on a non-binding basis in connection with any Major Decision; provided that in the event the Master Servicer or Special
Servicer, as applicable, receives no response from a Risk Retention Consultation Party within 10 days following the later of (i)
the Master Servicer’s or the Special Servicer’s, as applicable, written request for input on any requested consultation
and (ii) delivery of all such additional information reasonably requested by such Risk Retention Consultation Party related to
the subject matter of such consultation, the Master Servicer or the Special Servicer, as applicable,


 



    -422-


     

    

 


shall not be obligated to
consult with such Risk Retention Consultation Party on the specific matter; provided, however, that the failure of
such Risk Retention Consultation Party to respond will not relieve the Master Servicer or the Special Servicer, as applicable,
from using reasonable efforts to consult with such Risk Retention Consultation Party on any future matters with respect to the
applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan. For the avoidance of doubt, any consultation with either
Risk Retention Consultation Party under this Agreement shall occur only upon request of such Risk Retention Consultation Party,
and any such consultation shall be on a strictly non-binding basis and shall be subject to all limitations with respect to the
procedures and timing for such consultation set forth in this Section 6.07.


 


Notwithstanding anything to the contrary
in this Agreement, if the Special Servicer or Master Servicer (if the Master Servicer is otherwise authorized by this Agreement
to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any other matter
requiring consent or consultation of the Directing Holder (if no Control Termination Event has occurred and is continuing) or the
Risk Retention Consultation Parties in this Agreement, is necessary to protect the interests of the Certificateholders and, with
respect to any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan Noteholders constituted a single lender and with respect to any Serviced Whole Loan
with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan) and the
Master Servicer or Special Servicer, as applicable, has made a reasonable effort to contact the Directing Holder and the Risk Retention
Consultation Parties, the Master Servicer or the Special Servicer, as the case may be, may take any such action without waiting
for the Directing Holder’s or the Risk Retention Consultation Partys’ responses; provided, however, that
the failure of the Directing Holder or the Risk Retention Consultation Parties to respond will not relieve the Master Servicer
or the Special Servicer, as the case may be, from seeking consent of or using reasonable efforts to consult with, as applicable,
the Directing Holder or the Risk Retention Consultation Parties on any future matters with respect to the applicable Mortgage Loan
or Serviced Whole Loan or any other Mortgage Loan.


 


Neither the Master Servicer nor the
Special Servicer is required to obtain the consent of the Directing Holder for any Major Decision if a Control Termination Event
has occurred and is continuing; provided that, if a Control Termination Event has occurred and is continuing, the Master
Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor in connection with any Major Decision
and consider alternative actions recommended by the Operating Advisor; provided, further, that, if a Control Termination
Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing, the Master Servicer
or the Special Servicer, as applicable, shall consult with the Directing Holder in connection with any Major Decision and any other
matters set forth in this Agreement as to which the consent or approval of the Directing Holder would have been required or as
to which the Directing Holder would have had the right to advise or direct the Special Servicer or the Master Servicer if no Control
Termination Event had occurred and was continuing and consider alternative actions recommended by the Directing Holder; provided,
further, that such consultation with the Directing Holder or the Operating Advisor is not binding on the Master Servicer
or the Special Servicer, as applicable.


 






    -423-


     

    

 


In addition, for so long as no Control
Termination Event has occurred and is continuing, the Directing Holder may direct the Special Servicer to take, or to refrain from
taking, such other actions with respect to a Mortgage Loan as the Directing Holder may deem advisable or as to which provision
is otherwise made herein; provided that, notwithstanding anything herein to the contrary, no such direction from the Directing
Holder and no advice from either Risk Retention Consultation Party, and no objection contemplated by the preceding paragraph or
this paragraph, may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of any
Mortgage Loan, applicable law, this Agreement, any Intercreditor Agreement or the REMIC Provisions, including without limitation
the Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special
Servicer, the Paying Agent, the Trust Fund, the Certificate Administrator or the Trustee to liability, or materially expand the
scope of the Special Servicer’s responsibilities hereunder.


 


If the Special Servicer or Master Servicer,
as applicable, determines that a refusal to consent by the Directing Holder, or any advice from the Directing Holder or the Risk
Retention Consultation Parties, would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate the terms
of any Mortgage Loan, any Intercreditor Agreement, applicable law, the REMIC Provisions or this Agreement, including without limitation,
the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advice
and notify the Directing Holder, the Risk Retention Consultation Parties, the Trustee, the related Serviced Companion Loan Noteholder
(if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement) of its determination, including a reasonably detailed explanation of
the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance
with the direction of or approval of the Directing Holder or either Risk Retention Consultation Party that does not violate any
law or the Servicing Standard or any other provisions of this Agreement or any Intercreditor Agreements will not result in any
liability on the part of the Master Servicer or the Special Servicer.


 


Notwithstanding anything to the contrary
contained in this Agreement, with respect to the Non-Serviced Mortgage Loans, (i) at all times when no Consultation Termination
Event has occurred, the Controlling Class Representative shall be entitled to the rights of the “Non-Directing Holder”
(or similar term) under the related Intercreditor Agreement and (ii) at no time shall the Operating Advisor be entitled to
the rights of the “Non-Directing Holder” (or similar term) under the related Intercreditor Agreement.


 


The Directing Holder shall have no
liability to the Trust Fund, any party to this Agreement, any Certificateholders or any other Person for any action taken, or for
refraining from the taking of any action, or for errors in judgment; provided that the Directing Holder shall not be protected
against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties.


 


The Risk Retention Consultation Parties
shall have no liability to the Trust Fund, any party to this Agreement, any Certificateholders or any other Person for any action
taken, or for refraining from the taking of any action, or for errors in judgment.


 






    -424-


     

    

 


(b)       Notwithstanding
anything to the contrary contained herein (i) if a Control Termination Event has occurred and is continuing, the Directing
Holder shall have no right to consent to any action taken or not taken by any party to this Agreement; (ii) if a Control Termination
Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing, the Directing Holder
shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the
Master Servicer, Special Servicer and any other applicable party shall consult with the Directing Holder in connection with any
action to be taken or refrained from taking to the extent set forth herein; and (iii) if a Consultation Termination Event
has occurred and is continuing, the Directing Holder shall have no consultation or consent rights hereunder and no right to receive
any notices, reports or information (other than notices, Voting Rights given to all Certificateholders and rights to receive reports
or information required to be delivered to all Certificateholders) or any other rights as Directing Holder.


 


(c)       The
Master Servicer, the Special Servicer, the Trustee or the Operating Advisor, may from time to time request that the Certificate
Administrator provide the name of the then-current Directing Holder for any applicable Mortgage Loan or Serviced Whole Loan. Upon
such request, the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such
request) provide the name of the then-current Directing Holder to the Master Servicer, the Special Servicer, the Trustee or the
Operating Advisor, but only to the extent the Certificate Administrator has actual knowledge of the identity of the then-current
Directing Holder; provided that if the Certificate Administrator does not have actual knowledge of the identity of the then-current
Directing Holder, then the Certificate Administrator shall promptly (i) determine which Class is the Controlling Class and (ii)
request from the Controlling Class Certificateholders the identity of the Directing Holder. Any expenses incurred in connection
with obtaining such information shall be at the expense of the requesting party, except that if (i) such expenses arise in
connection with an event as to which the Directing Holder (or Controlling Class Representative) has review, consent or consultation
rights with respect to an action taken by, or report prepared by, the requesting party pursuant to this Agreement or in connection
with a request made by the Operating Advisor in connection with its obligation under this Agreement to deliver a copy of the Operating
Advisor Annual Report to the Controlling Class Representative and (ii) the requesting party has not been notified of the identity
of the Directing Holder (or Controlling Class Representative) or reasonably believes that the identity of the Directing Holder
(or Controlling Class Representative) has changed, then such expenses shall be at the expense of the Trust. The Master Servicer,
the Special Servicer, the Trustee and the Operating Advisor, shall be entitled to conclusively rely on any such information so
provided.


 


To the extent the Master Servicer or
the Special Servicer has written notice of any change in the identity of a Directing Holder or the list of Holders (or Certificate
Owners, if applicable) of the Controlling Class, then the Master Servicer or the Special Servicer, as applicable, shall promptly
notify the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer thereof,
who may rely conclusively on such notice from the Master Servicer or the Special Servicer, as applicable.


 






    -425-


     

    

 


Section 6.08     Rights of
Non-Directing Holders. With respect to each Serviced Whole Loan, the Master Servicer or the Special Servicer, as applicable,
shall:


 


(a)       consult
with the related Non-Directing Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such
Non-Directing Holder (or its designee or representative) requests consultation with respect to any “major decision”
or “major action” set forth in the related Intercreditor Agreement or the implementation of any recommended actions
outlined in an Asset Status Report relating to the Serviced Whole Loan, and to consider alternative actions recommended by such
Non-Directing Holder (or its designee or representative); provided, that after the expiration of a period of ten (10) Business
Days from the delivery to the related Non-Directing Holder (or its designee or representative) of written notice of a proposed
action, together with copies of the related notice, information or report, the Master Servicer or Special Servicer, as applicable,
shall no longer be obligated to consult with the applicable Non-Directing Holder (or its designee or representative) (unless the
Master Servicer or Special Servicer, as applicable, proposes a new course of action that is materially different from the action
previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery
of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder,
the Master Servicer or the Special Servicer, as applicable, may take any “major decision” or “major action”
set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the
aforementioned ten (10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate
action with respect thereto is necessary to protect the interests of the Certificateholder and the related Companion Loan Noteholder.
Unless specified otherwise in the related Intercreditor Agreement, neither the Master Servicer or the Special Servicer shall be
obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder; and


 


(b)       in
addition to the foregoing non-binding consultation rights, if provided for in the related Intercreditor Agreement, the Non-Directing
Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer at the offices of the Master
Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer
or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


Article VII



SERVICER AND OPERATING ADVISOR TERMINATION


 


Section 7.01     Servicer
Termination Events. (a) “Master Servicer Termination Event,” wherever used herein, means any one of the
following events:


 


(i)        any
failure by the Master Servicer (A) to make any deposit required to the Collection Account or the related Serviced Whole Loan
Collection Account for any Serviced Whole Loan on the day and by the time such deposit was first required to be made under the
terms of this Agreement, which failure is not remedied within two Business Days, (B) to deposit into, or remit to the Certificate
Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted


 



    -426-


     

    

 


(including, without
limitation, any required P&I Advance, unless the Master Servicer determines such P&I Advance is a Nonrecoverable Advance),
which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date (provided, that
to the extent the Master Servicer does not timely make such remittance to the Certificate Administrator, the Master Servicer shall
pay the Certificate Administrator for the account of the Certificate Administrator interest on any amount not timely remitted at
the Prime Rate from and including the applicable required remittance date to, but not including, the date such remittance is actually
made), or (C) to remit to any holder of a Serviced Companion Loan, as and when required by this Agreement or any related Intercreditor
Agreement, any amount required to be so remitted (which failure continues for two Business Days);


 


(ii)       any
failure on the part of the Master Servicer duly to observe or perform in any material respect any of its other covenants or obligations
contained in this Agreement, which failure continues unremedied for a period of 30 days (or (A) with respect to any year that
a report on Form-10 K is required to be filed, five (5) Business Days in the case of the Master Servicer’s obligations contemplated
by Article X (except as otherwise provided under clause (viii) of this definition of “Master Servicer Termination
Event”), or (B) 15 days in the case of the Master Servicer’s failure to make a Servicing Advance or 45 days in the
case of failure to pay the premium for any insurance policy required to be force placed by the Master Servicer pursuant to this
Agreement or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings
for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after the date
on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer, by (a) any
other party hereto, with a copy to each other party to this Agreement, (b) the Holders of Certificates of any Class evidencing
Percentage Interests aggregating not less than 25% of such Class or (c) an affected Serviced Companion Loan Noteholder; provided,
if such failure is capable of being cured and the Master Servicer is diligently pursuing such cure, such 15-, 30- or 45-day period,
as applicable, will be extended an additional 30 days provided, further, however, that such extended period
will not apply to the obligations regarding Exchange Act reporting contemplated by Article X;


 


(iii)      any
breach on the part of the Master Servicer of any representation or warranty contained in Section 2.04(a) of this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion Loan Noteholders
and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to
be remedied, shall have been given (a) to the Master Servicer by any party hereto or (b) to the Master Servicer, the
Special Servicer, the Depositor and the Trustee (x) by the Holders of Certificates of any Class evidencing Percentage Interests
aggregating not less than 25% of such Class or (y) by an affected Serviced Companion Loan Noteholder; provided, if such
breach is capable of being cured and the Master Servicer is diligently pursuing such cure, such 30-day period will be extended
an additional 30 days;


 


(iv)      a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or


 



    -427-


     

    

 


state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;


 


(v)       the
Master Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer
or of or relating to all or substantially all of its property;


 


(vi)      the
Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations or take any corporate action in furtherance of the foregoing;


 


(vii)      (a)
either of Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates,
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or
withdrawal (and such qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn
by Moody’s or KBRA, as applicable, within sixty (60) days of such event), and, in the case of either of clause (A) or (B),
publicly citing servicing concerns with the Master Servicer as the sole or a material factor in such rating action, or (b) the
Master Servicer is no longer rated at least “CMS3” by Fitch and such Master Servicer is not reinstated to at least
that rating within 60 days of the delisting; or


 


(viii)    subject
to Section 10.16(c), any failure by the Master Servicer to deliver (a) any Exchange Act reporting items required
to be delivered by the Master Servicer to the Trustee or the Certificate Administrator under Article X by the time
required under Article X or (b) any Exchange Act reporting items that a primary servicer, sub-servicer or Servicing
Function Participant (such entity, the “Sub-Servicing Entity”) retained by the Master Servicer (but excluding
any Mortgage Loan Seller Sub-Servicer) is required to deliver (any Sub-Servicing Entity shall be terminated if it defaults in accordance
with the provision of this clause (viii));


 


then, and in each and every such case, so long as a Master
Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of (x) the Holders
of at least 25% of the aggregate Voting Rights of all Certificates or (y) the Depositor with respect to clause (ii)
above (to the extent such Master Servicer Termination Event relates to the obligations regarding Exchange Act reporting contemplated
by Article X) or clause (viii) above upon five (5) Business Days’ notice, shall, terminate all of the
rights and obligations of the Master Servicer (other than as set forth in Section 7.01(d)). In the case of clause (vii),
the Certificate Administrator shall be required to notify Certificateholders and Serviced Companion Loan Noteholders of such Master
Servicer Termination Event and request whether such


 



    -428-


     

    

 


Certificateholders and, if applicable, Serviced Companion Loan Noteholders
favor such termination.


 


If the Master Servicer is also the
Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, then the Master Servicer shall
also be terminated as Special Servicer.


 


If the Master Servicer receives notice
of termination under this Section 7.01(a) solely due to a Master Servicer Termination Event under Section 7.01(a)(vii)
and if the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5)
Business Days following such termination notice, then the Master Servicer shall continue to serve as Master Servicer hereunder
until a successor Master Servicer is selected in accordance with this Section 7.01(a). Upon receipt of the “request
for proposal” materials, the Trustee shall promptly thereafter (using such “request for proposal” materials provided
by the Master Servicer) solicit good faith bids for the rights to service the Mortgage Loans and Serviced Companion Loans under
this Agreement from at least three (3) Persons qualified to act as Master Servicer hereunder in accordance with Section 6.02
and 7.02 of this Agreement (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified
Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders; provided that,
at the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such
bids; and provided, further, that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders
submit bids for the right to service the Mortgage Loans and Serviced Companion Loans under this Agreement. The bid proposal shall
require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Master
Servicer, and to agree to be bound by the terms hereof, within 45 days after the notice of termination of the Master Servicer.
The materials provided to the Trustee shall provide for soliciting bids: (i) on the basis of such successor Master Servicer
retaining all Sub-Servicers to continue the primary servicing of the Mortgage Loans and Serviced Companion Loans pursuant to the
terms of the respective Sub-Servicing Agreements and entering into a Sub-Servicing Agreement with the terminated Master Servicer
to service each of the Mortgage Loans and Serviced Companion Loans for which it was the Master Servicer and not subject to a Sub-Servicing
Agreement at a sub-servicing fee rate per annum equal to, for each Mortgage Loan and Serviced Companion Loan serviced, the excess
of the related Servicing Fee Rate minus the related Excess Servicing Fee Rate (each, a “Servicing Retained Bid”);
and (ii) on the basis of terminating each Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in accordance
with Section 3.01(c) of this Agreement (each, a “Servicing Released Bid”). The Trustee shall select
the Qualified Bidder with the highest cash Servicing Retained Bid (or, if none, the highest cash Servicing Released Bid from any
Person qualified to act as a Master Servicer) (the “Successful Bidder”) to act as successor Master Servicer
hereunder; provided, that if the Trustee does not receive a Rating Agency Confirmation in accordance with the procedures
set forth in Section 3.30 of this Agreement with respect to such Successful Bidder, then the Trustee shall repeat the
bid process described above (but subject to the above described 45 day time period) until such Rating Agency Confirmation is obtained.
The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms
hereof no later than 45 days after notice of the termination of the Master Servicer; provided, that the initial Master Servicer
may request and obtain, with the prior written consent of the Directing Holder, an additional 20 days for such sale and assumption
to be completed so


 



    -429-


     

    

 


long as the initial Master Servicer delivers to the Trustee an Officer’s Certificate stating that the sale and
assumption of the right to service the Mortgage Loans and Serviced Companion Loans cannot be completed in the initial 45-day period
and specifying the reasons therefor.


 


Upon the assignment and acceptance
of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by the Successful
Bidder, the Trustee shall remit or cause to be remitted (i) if the successful bid was a Servicing Retained Bid, to the Master
Servicer to be terminated pursuant to this Section 7.01(a), the amount of such cash bid received from the Successful
Bidder (net of “out of pocket” expenses incurred in connection with obtaining such bid and transferring servicing)
and (ii) if the successful bid was a Servicing Released Bid, to the Master Servicer and each terminated Sub-Servicer its respective
Bid Allocation.


 


The Master Servicer to be terminated
pursuant to this Section 7.01(a) shall be responsible for all out of pocket expenses incurred in connection with the
attempt to sell its rights to service the Mortgage Loans and Serviced Companion Loans, which expenses are not reimbursed to the
party that incurred such expenses pursuant to the preceding paragraph.


 


If the Successful Bidder has not entered
into this Agreement as successor Master Servicer within the above described time period or no Successful Bidder was identified
within the above described time period, the Master Servicer to be terminated pursuant to Section 7.01(a) of this Agreement
shall reimburse the Trustee for all reasonable “out of pocket” expenses incurred by the Trustee in connection with
such bid process and the Trustee shall have no further obligations under this Section 7.01(a). The Trustee thereafter
may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02 of this Agreement.


 


Notwithstanding anything to the contrary
in this Article VII, if the Master Servicer shall timely deliver the notice and request for proposal materials referred
to in the fourth preceding paragraph, no resignation or termination of the Master Servicer shall be effective in connection with
a Master Servicer Termination Event under Section 7.01(a)(vii) of this Agreement, and the Master Servicer shall
continue to perform as such and to collect the servicing fee until the conclusion of the process described in this Section 7.01(a).


 


(b)       “Special
Servicer Termination Event,” wherever used herein, means any one of the following events:


 


(i)         any
failure by the Special Servicer to deposit into the REO Account at or within the time specified by this Agreement and such failure
continues unremedied for two Business Days, or any failure by the Special Servicer to remit to Master Servicer for deposit into,
the Collection Account (or, in the case of a Serviced Whole Loan, the related Serviced Whole Loan Collection Account) any amount
required to be so remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement; provided,
that the failure of the Special Servicer to remit such amount to the Master Servicer shall not be a Special Servicer Termination
Event if such failure is remedied within two Business Days and if the Special Servicer has compensated the Master Servicer for
any loss of income on such amount suffered by the Master Servicer due to and caused by the late remittance of the Special Servicer
and reimburse the Trust for any resulting Advance Interest Amount due to the Master Servicer;


 






    -430-


     

    

 


(ii)       any
failure on the part of the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations
contained in this Agreement, which failure continues unremedied for a period of 30 days (or (A) with respect to any year that
a report on Form-10 K is required to be filed, five (5) Business Days in the case of the Special Servicer’s obligations contemplated
by Article X (except as otherwise provided under clause (viii) of this definition of “Special Servicer Termination
Event”), or (B) 45 days in the case of failure to pay the premium for any insurance policy required to be force placed by
the Special Servicer pursuant to this Agreement or in any event such reasonable shorter period of time as is necessary to avoid
the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any
required insurance coverage) after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given to the Special Servicer, by (a) any other party hereto, with a copy to each other party to this Agreement, (b) the
Holders of Certificates of any Class evidencing Percentage Interests aggregating not less than 25% of such Class or (c) an
affected Serviced Companion Loan Noteholder; provided, if such failure is capable of being cured and the Special Servicer
is diligently pursuing such cure, such 30- or 45-day period, as applicable, will be extended an additional 30 days provided,
further, however, that such extended period will not apply to the obligations regarding Exchange Act reporting contemplated
by Article X;


 


(iii)      any
breach on the part of the Special Servicer of any representation or warranty contained in Section 2.04(b) of this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion Loan Noteholders
and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to
be remedied, shall have been given (a) to the Special Servicer by any party hereto, or (b) to the Master Servicer, the
Special Servicer, the Depositor and the Trustee (x) by the Holders of Certificates of any Class evidencing Percentage Interests
aggregating not less than 25% of such Class or (y) by an affected Serviced Companion Loan Noteholder; provided, if
such breach is capable of being cured and the Special Servicer is diligently pursuing such cure, such 30-day period will be extended
an additional 30 days;


 


(iv)      a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Special Servicer and such
decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;


 


(v)       the
Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Special Servicer
or of or relating to all or substantially all of its property;


 


(vi)      the
Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable


 



    -431-


     

    

 


bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations or take any corporate action in furtherance of the foregoing;


 


(vii)      (a)
either of Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates,
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or
withdrawal (and such qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn
by Moody’s or KBRA, as applicable, within sixty (60) days of such event), and, in the case of either of clause (A) or (B),
publicly citing servicing concerns with the Special Servicer as the sole or a material factor in such rating action, or (b) 
the Special Servicer is no longer rated at least “CSS3” by Fitch and such Special Servicer is not reinstated to at
least that rating within 60 days of the delisting; or


 


(viii)     subject
to Section 10.16(c) and any grace period described in Section 7.01(b)(ii), any failure by the Special Servicer
to deliver (a) any Exchange Act reporting items required to be delivered by the Special Servicer to the Trustee or the Certificate
Administrator under Article X by the time required under Article X or (b) any Exchange Act reporting
items that a primary servicer, sub-servicer or Servicing Function Participant (such entity, the “Sub-Servicing Entity”)
retained by the Special Servicer (but excluding any Mortgage Loan Seller Sub-Servicer) is required to deliver (any Sub-Servicing
Entity shall be terminated if it defaults in accordance with the provision of this clause (viii));


 


then, and in each and every such case, so long as a Special
Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of (w) the Holders
of at least 25% of the aggregate Voting Rights of all Certificates, (x) for so long as no Control Termination Event has occurred
and is continuing, the Directing Holder, (y) the RRI-A Risk Retention Consultation Party, or (z) the Depositor with respect to
clause (viii) above upon five (5) Business Days’ notice, shall, terminate all of the rights and obligations of the Special
Servicer (other than the rights to indemnification provided in Section 6.03(a) of this Agreement and compensation provided
in Section 3.12(c) of this Agreement). In the case of clause (vii) above, the Trustee shall, upon actual knowledge
by a Responsible Officer of such Special Servicer Termination Event, be required to notify the Special Servicer and the Certificate
Administrator, and the Certificate Administrator, upon receipt of such notice or upon actual knowledge by a Responsible Officer
of such Special Servicer Termination Event, shall notify the Certificateholders and Serviced Companion Loan Noteholders of such
Special Servicer Termination Event and request whether such Certificateholders and, if applicable, the Serviced Companion Loan
Noteholders favor such termination.


 


(c)       Notwithstanding
Section 7.01(a), (i) if any Master Servicer Termination Event occurs that affects a Serviced Companion Loan and
the Master Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate a Serviced Companion Loan Security qualifies,
downgrades or withdraws its rating of such Serviced Companion Loan Security, publicly citing servicing concerns with the Master
Servicer as the sole or a material factor in such rating action and that rating action is not withdrawn within 60 days, then the
Trustee, at the direction of the Companion Loan Noteholder, shall direct the Master Servicer to appoint a sub-servicer (or if a
sub-servicer is then sub-servicing such Serviced Whole Loan, to appoint a new sub-servicer to


 



    -432-


     

    

 


service such Serviced Whole Loan,
but only if such existing sub-servicer is in default after any applicable cure periods under the related sub-servicing agreement,
and the Master Servicer shall be permitted to terminate the sub-servicing agreement due to such default) with respect all of the
rights and obligations of the Master Servicer under this Agreement related to such Serviced Whole Loan. The Master Servicer shall
appoint a replacement sub-servicer with respect to such Serviced Whole Loan; provided, that such sub-servicer meets the
eligibility requirements of a successor master servicer under Section 7.02 (including receipt of a Rating Agency Confirmation
relating to the Certificates and Serviced Companion Loan Securities, if any) and the eligibility requirements of each Other Pooling
and Servicing Agreement.


 


(d)       Notwithstanding
Section 7.01(b), (i) if any Special Servicer Termination Event occurs that affects a Serviced Companion Loan and
the Special Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate a Serviced Companion Loan Security qualifies,
downgrades or withdraws its rating of such Serviced Companion Loan Security, publicly citing servicing concerns with the Special
Servicer as the sole or a material factor in such rating action and that rating action is not withdrawn within 60 days, then the
Trustee, at the direction of the Companion Loan Noteholder, shall terminate the Special Servicer with respect to the related Serviced
Whole Loan only, but no other Mortgage Loan.


 


(e)       If
the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee (the “Terminating
Party”) shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated
Party”), terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than any rights the Terminated Party has to Excess Servicing Fees, any rights it has hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement, plus interest at the Reimbursement Rate on such amounts until received to the extent such
amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right
to the benefits of Section 6.03 of this Agreement notwithstanding any such termination), and with respect to the Special
Servicer, the right to receive any Workout Fee subsequent to its termination as Special Servicer, pursuant to Section 3.12(c)
of this Agreement. No successor Special Servicer shall be entitled to such Workout Fee received by the terminated Special Servicer.
On or after the receipt by the Terminated Party of such written notice, all of its authority and power under this Agreement, whether
with respect to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder if and to the
extent that it is a Certificateholder), the Mortgage Loans, the Serviced Companion Loans or otherwise, shall pass to and be vested
in the Terminating Party pursuant to and under this Section and, without limitation, the Terminating Party is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and the Special Servicer each agree in the event it is terminated pursuant
to this Section 7.01 to promptly (and in any event no later than ten Business Days subsequent to such notice) provide,
at its own expense, the Terminating Party with all documents and records requested by the Terminating Party to enable the Terminating
Party to assume its functions hereunder, and to cooperate with the


 



    -433-


     

    

 


Terminating Party and the successor to its responsibilities
hereunder in effecting the termination of its responsibilities and rights hereunder, including, without limitation, the transfer
to the successor Master Servicer or Special Servicer or the Terminating Party, as applicable, for administration by it of all cash
amounts which shall at the time be or should have been credited by the Master Servicer or the Special Servicer to the Collection
Account, the applicable Serviced Whole Loan Collection Account, any REO Account, the Loss of Value Reserve Fund, any Gain-on-Sale
Reserve Account, Lock-Box Account or Cash Collateral Account or which shall thereafter be received with respect to the Mortgage
Loans, and shall promptly provide the Terminating Party or such successor Master Servicer or successor Special Servicer (which
may include the Trustee) all documents and records reasonably requested by it, such documents and records to be provided in such
form as the Terminating Party or such successor Master Servicer or Special Servicer shall reasonably request (including electronic
form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs
and expenses of the Terminating Party (including the cost of obtaining a Rating Agency Confirmation and any applicable indemnity)
or the successor Master Servicer or successor Special Servicer incurred in connection with transferring the Mortgage Files to the
successor Master Servicer or Special Servicer and amending this Agreement to reflect such succession as successor Master Servicer
or successor Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer or the
Special Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master
Servicer or Special Servicer (as the case may be) has not reimbursed the Terminating Party or the successor Master Servicer or
Special Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be
reimbursed by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of its liability for such
expenses. If and to the extent that the Terminated Party has not reimbursed such costs and expenses, the Terminating Party shall
have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust Fund.


 


In no event shall the Trustee or the
Certificate Administrator be deemed to have knowledge of, or be aware of, any Master Servicer Termination Event or Special Servicer
Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has received
written notice thereof or has actual knowledge thereof.


 


No removal or replacement of the Master
Servicer or the Special Servicer as contemplated by this Agreement shall become effective until (i) the Trustee or a successor
Master Servicer or Special Servicer shall have assumed the resigning or terminated Master Servicer’s or Special Servicer’s
responsibilities, duties, liabilities and obligations hereunder, (ii) the Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 10.09, (iii) any other information required under Section 10.03 or Section
10.09 has been delivered to any applicable Other Depositor with respect to any related Companion Loan, and (iv) as to
any resignation, removal, succession, merger or consolidation of the Master Servicer or the Special Servicer that would constitute
a Reportable Event, upon at least 4 Business Days prior notice of the anticipated effective date of such event, the Certificate
Administrator and the Depositor shall cooperate in a timely manner with the Master Servicer, the Special Servicer or any other
Person pursuing such resignation, removal, succession, merger or consolidation, as applicable, in connection with the Depositor’s
or the Certificate Administrator’s obligation to file any related required Form 8-K relating to this Trust on the anticipated
effective date of such event.


 






    -434-


     

    

 


Section 7.02     Trustee
to Act; Appointment of Successor. Upon the receipt of a notice of termination by the Master Servicer or the Special
Servicer pursuant to Section 7.01 of this Agreement, the Terminating Party (subject to Section 7.01(a)
and Section 7.01(c)) shall be its successor, until a successor is appointed by the Directing Holder as provided
in this Section 7.02 or Section 3.22(b), as applicable, in all respects in its capacity as the Master
Servicer or the Special Servicer under this Agreement and the transactions set forth or provided for herein and, except as
provided herein, shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating
thereto and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions hereof, provided,
that (i) the Terminating Party shall have no responsibilities, duties, liabilities or obligations with respect to any
act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing, such
duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes,
disks, information or monies shall not be considered a termination event for such successor hereunder. The Trustee, as
successor Master Servicer or successor Special Servicer, shall be indemnified to the full extent provided to the Master
Servicer or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special
Servicer’s termination. The appointment of a successor Master Servicer or successor Special Servicer shall not affect
any liability of the predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as the
Master Servicer or the Special Servicer. The Terminating Party shall not be liable for any of the representations and
warranties of the Master Servicer or Special Servicer herein or in any related document or agreement, for any acts or
omissions of the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect of any
Permitted Investment by the Master Servicer pursuant to Section 3.07 hereunder nor shall the Trustee be
required to purchase any Mortgage Loan or any Serviced Companion Loan hereunder. As compensation therefor, the Terminating
Party as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing Compensation or Special
Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans or the Serviced Companion Loans that
accrue after the date of the Terminating Party’s succession to which such predecessor Master Servicer or Special
Servicer would have been entitled if such predecessor Master Servicer or Special Servicer, as applicable, had continued to
act hereunder. If any Advances made by the Master Servicer or the Trustee shall at any time be outstanding, or any amounts of
interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied
entirely to the Advances made by the Trustee (and the accrued and unpaid interest thereon), until such Advances and interest
shall have been repaid in full. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall if
it is unable to so act or if the Holders of Certificates entitled to (i) in the case of the Master Servicer, at
least 25% of the aggregate Voting Rights (or, for so long as no Control Termination Event has occurred and is continuing, the
Controlling Class Representative), or (ii) in the case of the Special Servicer, at least 25% of the aggregate Voting
Rights (or, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder), so request in
writing to the Trustee, or, with respect to a Serviced Whole Loan, if an affected Serviced Companion Loan Noteholder so
requests in writing to the Trustee, or if the Trustee is not an “approved” servicer by any of the Rating Agencies
for mortgage pools similar to the Trust Fund, promptly appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution that, for so long as no Control Termination Event has occurred and is
continuing, has been approved by the Directing Holder (which approval shall not be unreasonably withheld in the case of the


 



    -435-


     

    

 


appointment of a successor Master Servicer) to act as the successor to the Master Servicer or Special Servicer, as
applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master
Servicer or Special Servicer hereunder; provided that the Trustee shall obtain a Rating Agency Confirmation with
respect to the Certificates and any Serviced Companion Loan Securities. No appointment of a successor to the Master Servicer
or Special Servicer hereunder shall be effective until the assumption by such successor of all the Master Servicer’s or
Special Servicer’s responsibilities, duties and liabilities hereunder, which appointment has been approved, if no
Control Termination Event has occurred and is continuing, by the Directing Holder, such approval not to be unreasonably
withheld. Pending appointment of a successor to the Master Servicer (or the Special Servicer if the Special Servicer is also
the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such
capacity as hereinabove provided. Pending the appointment of a successor to the Special Servicer, the Trustee shall act in
such capacity. In connection with such appointment and assumption described herein, the Trustee may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans, Serviced Companion Loans or otherwise as it and
such successor shall agree; provided, that no such compensation shall be in excess of that permitted to the Terminated
Party hereunder, unless no successor to the Terminated Party can be obtained to perform the obligations of such Terminated
Party hereunder, in which case additional amounts shall be paid to such successor and such amounts in excess of that
permitted the Terminated Party shall be treated as Realized Losses. Any successor Special Servicer shall be subject to the
rights of the Directing Holder under Section 3.22(b) of this Agreement. The Depositor, the Trustee, the Master
Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession.


 


If the Trustee or an Affiliate acts
pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer, it may reduce the Master
Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer
would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning
or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Master
Servicer’s Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee
to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02.


 


Section 7.03     Notification
to Certificateholders and Other Persons. (a) Upon its receipt of written notice of any termination pursuant to Section 7.01 above
or appointment of a successor to the Master Servicer or the Special Servicer, the Certificate Administrator shall give prompt
written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register, the
17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of
this Agreement), the Operating Advisor, the Asset Representations Reviewer and to each Serviced Companion Loan Noteholder at
its address appearing in the Serviced Companion Loan Noteholder Register.


 


(b)       Within
30 days after the occurrence of any Servicer Termination Event, Operating Advisor Termination Event or Asset Representations
Reviewer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall transmit by mail
to the Depositor, the Certificate Administrator (who shall then notify all Holders of


 



    -436-


     

    

 


Certificates), the 17g-5 Information Provider
(who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement), and each Serviced Companion Loan Noteholder, notice of such Servicer Termination Event, Operating Advisor Termination
Event or Asset Representations Reviewer Termination Event, unless such Servicer Termination Event, Operating Advisor Termination
Event or Asset Representations Reviewer Termination Event shall have been cured or waived.


 


Section 7.04     Other
Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as the Servicer Termination Event
shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01 of this Agreement,
shall have the right, in its own name as Trustee of an express trust, to take all actions now or hereafter existing at law,
in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies,
of the Certificateholders and, in the case of any Serviced Companion Loan, of the related Serviced Companion Loan Noteholders
(including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of
claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (and, in the case of any Serviced Whole Loan,
such amounts shall be allocated in accordance with the expense allocation provision of the related Intercreditor Agreement).
Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to
exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer
Termination Event.


 


Section 7.05     Waiver
of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates
evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates may, together with each affected Serviced
Companion Loan Noteholder (to the extent they are adversely affected by such Servicer Termination Event or Operating Advisor
Termination Event, as applicable), on behalf of all Holders of Certificates waive any termination event with respect to the
Master Servicer, the Special Servicer or the Operating Advisor in the performance of its obligations hereunder and its
consequences, except a termination event with respect to making any required deposits (including, with respect to the Master
Servicer, P&I Advances) to or payments from the Collection Account, any Serviced Whole Loan Collection Account or the
Lower-Tier Distribution Account, or in remitting payments as received, in each case in accordance with this Agreement. Upon
any such waiver of a past termination event, such termination event shall cease to exist, and any Servicer Termination Event
or Operating Advisor Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other termination event or impair any right consequent thereon.
Notwithstanding the foregoing, a Master Servicer Termination Event under Section 7.01(a)(ii) (to the extent such
Master Servicer Termination Event relates to the obligations regarding Exchange Act reporting contemplated by Article
X) or Section 7.01(a)(viii) or a Special Servicer Termination Event under Section 7.01(b)(ii) (to the
extent such Special Servicer Termination Event relates to the obligations regarding Exchange Act reporting contemplated by Article
X) or Section 7.01(b)(viii) of this Agreement may be waived only with the consent of the Depositor and each
affected Other Depositor.


 






    -437-


     

    

 


Section 7.06      Trustee
as Maker of Advances. If the Master Servicer fails to fulfill its obligations hereunder to make any Advances and such
failure remains uncured, the Trustee shall perform such obligations (x) within five Business Days of the Master Servicer
Termination Event resulting from such failure by the Master Servicer with respect to Servicing Advances to the extent a
Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances and
(y) by 12:00 noon (New York City time) on the related Distribution Date with respect to P&I Advances pursuant
to the Trustee’s receipt of notice of failure pursuant to Section 4.07(a) of this Agreement unless the
Trustee has received notice that such failure has been cured by 11:00 a.m. on such Distribution Date. With respect to
any such Advance made by the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to
Advances hereunder, including, without limitation, the Master Servicer’s rights of reimbursement and interest on each
Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable Advance (without
regard to any impairment of any such rights of reimbursement caused by the Master Servicer’s failure to perform its
obligations hereunder); provided, that if Advances made by the Trustee and the Master Servicer shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the
interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall
have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such
Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance or
any determination of nonrecoverability in connection therewith by the Master Servicer hereunder.


 


Section 7.07      Termination
of the Operating Advisor. (a)  An “Operating Advisor Termination Event” means any one of the
following events whether any such event shall be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:


 


(i)         any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by any party hereto or to
the Operating Advisor, the Certificate Administrator and the Trustee by the Holders of Certificates having greater than 25% of
the aggregate Voting Rights; provided, that with respect to any such failure which is not curable within such 30-day period,
the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced
to cure such failure within the initial 30-day period and has provided the Trustee and the Certificate Administrator with an Officer’s
Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 


(ii)        any
failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure shall continue unremedied
for a period of 30 days;


 


(iii)       any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of 30 days;


 






    -438-


     

    

 


(iv)      a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the Operating Advisor, and such decree or order shall have remained
in force undischarged or unstayed for a period of 60 days;


 


(v)       the
Operating Advisor shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the
Operating Advisor or of or relating to all or substantially all of its property; or


 


(vi)      the
Operating Advisor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations.


 


Upon receipt by the Certificate Administrator
of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator shall promptly provide written
notice to all Certificateholders by posting such notice on the Certificate Administrator’s Website and by mail, unless the
Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination Event has occurred
then, and in each and every such case, so long as such Operating Advisor Termination Event shall not have been remedied, either
(i) the Trustee may or (ii) upon the written direction of holders of Corresponding Certificates evidencing not less than
25% of the Voting Rights of each Class of Regular Interests (other than the Class X Regular Interests), the Trustee shall, terminate
all of the rights and obligations of the Operating Advisor under this Agreement, other than rights and obligations accrued prior
to such termination, including the right to receive all amounts accrued and owing to it under this Agreement, and other than indemnification
rights (arising out of events occurring prior to such termination), by notice in writing to the Operating Advisor; provided
that no such termination shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations
of the Operating Advisor under this Agreement. Notwithstanding anything herein to the contrary, the Depositor shall have the right,
but not the obligation, to notify the Certificate Administrator and the Trustee of any Operating Advisor Termination Event of which
the Depositor has actual knowledge.


 


(b)       Upon
(i) the written direction of holders of Certificates evidencing not less than 15% of the aggregate Voting Rights requesting
a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible Operating
Advisor and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide
written notice thereof to the Operating Advisor and to all Certificateholders by (i) posting such notice on the Certificate
Administrator’s Website and (ii) mail at their addresses appearing in the Certificate Register. Upon the written direction
of Holders of Certificates evidencing more than 50% of the Voting Rights that exercise their right to vote (provided that
Holders of at least 50% of the Voting


 



    -439-


     

    

 


Rights exercise their right to vote), the Trustee shall terminate all of the rights and obligations
of the Operating Advisor with respect to the Mortgage Loans under this Agreement by notice in writing to the Operating Advisor,
other than rights and obligations accrued prior to such termination including the right to receive all amounts accrued and owing
to it under this Agreement and other than indemnification rights arising out of events occurring prior to such termination. The
provisions set forth in the foregoing sentences of this Section 7.07(b) shall be binding upon and inure to the benefit
of solely the Certificateholders and the Trustee as between each other. The Operating Advisor shall not have any cause of action
based upon or arising from any breach or alleged breach of such provisions other than may arise, as a result of the failure to
comply with the above described voting procedures. As between the Operating Advisor, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Operating Advisor.


 


(c)       On
or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any
and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to effect
the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1) the Operating
Advisor resigns pursuant to Section 6.04(a) of this Agreement or (2) the Certificate Administrator delivers such written
notice of termination to the Operating Advisor, the Trustee shall upon the written direction of Holders of Corresponding Certificates
evidencing not less than 25% of the Voting Rights of each Class of Regular Interests (other than the Class X Regular Interests)
appoint a successor Operating Advisor that is an Eligible Operating Advisor, which successor Operating Advisor may be an Affiliate
of the Trustee and shall be the proposed Operating Advisor in the case of a termination pursuant to Section 7.07(b)
of this Agreement; provided, that if the Trustee is acting as the successor Master Servicer or successor Special Servicer,
neither the Trustee nor any of its Affiliates shall be the successor Operating Advisor. The Trustee shall provide written notice
of the appointment of a successor Operating Advisor to the Master Servicer, the Special Servicer and the Certificate Administrator
(and the Certificate Administrator shall promptly provide such notice to the Controlling Class Representative, each Serviced Companion
Loan Noteholder and each Certificateholder) within one Business Day of such appointment. The Operating Advisor shall not at any
time be the Depositor, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, an Other Depositor, an Other Servicer,
an Other Special Servicer or an Affiliate of any of them. If any of such entities becomes the Operating Advisor, including by means
of an Affiliation arising after the date hereof, the Operating Advisor shall immediately resign or cause an assignment under Section 6.04
of this Agreement and the Trustee shall upon the written direction of Holders of Corresponding Certificates evidencing not less
than 25% of the Voting Rights of each Class of Regular Interests (other than the Class X Regular Interests) appoint a successor
Operating Advisor subject to and in accordance with this Section 7.07(c), which successor Operating Advisor may be
an Affiliate of the Trustee.


 


(d)       Upon
any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as
possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor,
the Certificateholders, any Serviced Companion Loan Noteholder, the Risk Retention


 



    -440-


     

    

 


Consultation Parties, the 17g-5 Information
Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement) and, if no Consultation Termination Event has occurred and is continuing, the Controlling Class Representative.
If the Operating Advisor is terminated, all of its rights and obligations under this Agreement shall terminate, other than any
rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued and
owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination).


 


(e)       If
there are no Classes of Certificates outstanding other than the Control Eligible Corresponding Certificates, the Class S Certificates
and the Class R Certificates, then all of the rights and obligations of the Operating Advisor under this Agreement shall terminate
without payment of any termination fee (other than any rights or obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such
termination). If the Operating Advisor is terminated pursuant to this Section 7.07(e), then no replacement Operating
Advisor shall be appointed. The Trustee shall provide the Operating Advisor with prompt notice upon its termination pursuant to
this Section 7.07(e).


 


Article VIII



CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR


 


Section 8.01     Duties of
Trustee and Certificate Administrator. (a)  Each of the Trustee and the Certificate Administrator undertakes to
perform such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee
shall be construed as a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee
has actual knowledge, the Trustee, subject to the provisions of Section 7.02 and 7.05 of this Agreement shall
exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(b)       The
Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator, as the case may be, which are specifically
required to be furnished to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than
the Mortgage Files, the review of which is specifically governed in Article II, any CREFC® reports, and any information
delivered for posting to the Certificate Administrator’s Website), shall examine them to determine whether they conform on
their face to the requirements of this Agreement; provided, that, the Trustee or the Certificate Administrator, as applicable,
shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document,
order or other instrument provided to it hereunder. If any such instrument is found not to conform on its face to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request the provider
of such instrument to have the instrument corrected, and if the instrument is not corrected to such Trustee’s or such Certificate


 



    -441-


     

    

 


Administrator’s reasonable satisfaction, such Trustee or such Certificate Administrator will provide notice thereof to the
Certificateholders.


 


(c)       None
of the Trustee, the Certificate Administrator or any of their officers, directors, employees, agents or “control” persons
within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that,
subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee,
the Certificate Administrator or any such person, from liability for its own negligent action, its own negligent failure to act
or its own willful misconduct or its own bad faith; and provided, further, that:


 


(i)         The
Trustee’s and the Certificate Administrator’s duties and obligations shall be determined solely by the express provisions
of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties
and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall
be read into this Agreement against the Trustee or the Certificate Administrator and, in the absence of bad faith on the part of
the Trustee or the Certificate Administrator, as the case may be, the Trustee and the Certificate Administrator may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions, certificates,
statements, reports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator,
as the case may be, that conform on their face to the requirements of this Agreement to the extent set forth herein without responsibility
for investigating the contents thereof;


 


(ii)        Reserved;


 


(iii)       Neither
the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Corresponding Certificates entitled to greater than
25% of the Percentage Interests (or such other higher or lower percentage as is specified herein) of each affected Class of Regular
Interests, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee or the Certificate Administrator, as the case may be, or exercising any trust or power
conferred upon the Trustee or the Certificate Administrator, as the case may be, under this Agreement;


 


(iv)       Neither
the Trustee nor the Certificate Administrator nor any of their directors, officers, employees, agents or control persons shall
be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not an Affiliate of the
Trustee or Certificate Administrator, respectively, and that is selected other than by the Trustee or Certificate Administrator,
respectively, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any other Person, including,
without limitation, in connection with actions taken pursuant to this Agreement;


 






    -442-


     

    

 


(v)       Neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its respective duties as Trustee or Certificate Administrator in accordance with this Agreement (and,
if it does, all legal expenses and costs of such action shall be expenses and costs of the Trust Fund (and, in the case of any
Whole Loan, any such costs and expenses shall be allocated in accordance with the allocation provisions of the related Intercreditor
Agreement), and the Trustee or the Certificate Administrator, as applicable, shall be entitled, as provided in Section 3.06
hereof, to be reimbursed therefor from amounts on deposit in the Collection Account (and with respect to any Serviced Whole Loan,
the related Serviced Whole Loan Collection Account) or the Distribution Account and identified on the Trust Ledger, unless such
legal action arises out of the negligence or bad faith of the Trustee or Certificate Administrator, as applicable, or any breach
of a representation or warranty of the Trustee or Certificate Administrator, as applicable, contained herein; and


 


(vi)       Neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person
upon the occurrence of which the Trustee or Certificate Administrator, as applicable, may be required to act, unless a Responsible
Officer of the Trustee or Certificate Administrator, as applicable, obtains actual knowledge of such act, failure or breach. Neither
the Trustee nor the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special
Servicer’s failure to provide scheduled reports, certificates and statements when and as required to be delivered to the
Trustee or Certificate Administrator, as applicable, pursuant to this Agreement.


 


None of the provisions contained in
this Agreement shall require either the Trustee, in its capacity as Trustee or the Certificate Administrator, in its capacity as
Certificate Administrator, to expend or risk its own funds, or otherwise incur financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate Administrator,
as the case may be, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator,
as the case may be, to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer,
the Special Servicer, the Operating Advisor or the Asset Representations Reviewer under this Agreement, except, in the case of
the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Neither the Trustee
nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of
its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be liable for any loss on
any investment of funds pursuant to this Agreement. Notwithstanding any other provision hereof, when acting as the Master Servicer
or the Special Servicer hereunder, the Trustee shall comply with the Servicing Standard.


 






    -443-


     

    

 


Section 8.02     Certain
Matters Affecting the Trustee and the Certificate Administrator. (a) Except as otherwise provided in Section 8.01 of
this Agreement:


 


(i)         The
Trustee and the Certificate Administrator may request and/or conclusively rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator shall
have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)        Each
of the Trustee and the Certificate Administrator may consult with counsel and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with the written advice of such counsel or such Opinion of Counsel;


 


(iii)       (A) Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or to make any investigation of matters arising hereunder or institute, conduct or defend any litigation hereunder
or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as the case may be, security
or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as the case may be, against the costs, expenses
and liabilities which may be incurred therein or thereby, provided that nothing contained herein shall relieve the Trustee
of the obligations, upon the occurrence of a Servicer Termination Event (which has not been cured or waived) of which a Responsible
Officer of the Trustee has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs; and (B) the right of the Trustee and the Certificate Administrator to perform any discretionary
act enumerated in this Agreement shall not be construed as a duty, and the Trustee or the Certificate Administrator, as the case
may be, shall not be answerable for other than its own negligence or willful misconduct or bad faith in the performance of any
such act;


 


(iv)      None
of the Trustee, the Certificate Administrator or any of their directors, officers, employees, Affiliates, agents or “control”
persons within the meaning of the Act shall be personally liable (A) for an error of judgment made in good faith by a Responsible
Officer of the Trustee or the Certificate Administrator, as the case may be, unless it shall be proved that the Trustee or the
Certificate Administrator, as the case may be, was negligent in ascertaining the pertinent facts or (B) for any action taken,
suffered or omitted by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as the case may
be, to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 






    -444-


     

    

 


(v)       Neither
the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document, unless requested in writing to do so by Holders of Certificates entitled to greater than 25% (or such other percentage
as is specified herein) of the Percentage Interests of each affected Class; provided, that if the payment within a reasonable
time to the Trustee or the Certificate Administrator, as the case may be, of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, as the case may be,
not reasonably assured to the Trustee or the Certificate Administrator, as the case may be, by the security afforded to it by the
terms of this Agreement, the Trustee or the Certificate Administrator, as the case may be, may require indemnity reasonably satisfactory
to it from such requesting Holders against such cost, expense or liability as a condition to taking any such action. The reasonable
expense of every such investigation shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master
Servicer, the Special Servicer or the Operating Advisor, respectively, and otherwise by the Certificateholders requesting the investigation;


 


(vi)  
    The Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder and
the Trustee and the Certificate Administrator may perform any duties hereunder either directly or by or through agents,
nominees, custodians or attorneys but shall not be relieved of the obligations hereunder; provided, that the Trustee
or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that is a
Prohibited Party;


 


(vii)      Other
than in the case of actual fraud (as determined by a non-appealable final court order), in no event shall the Trustee or the Certificate
Administrator, as applicable, be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised
of the likelihood of such loss or damage and regardless of the form of action;


 


(viii)
    In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in
the performance of its obligations hereunder due to force majeure or acts of God; provided, that such failure
or delay is not also a result of its own negligence, bad faith or willful misconduct;


 


(ix)       Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated
to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed
in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association,
or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same


 



    -445-


     

    

 


Responsible
Officers, provided in any event, however, the knowledge of employees performing special servicing functions shall not be
imputed to employees performing master servicing functions, and the knowledge of employees performing master servicing functions
shall not be imputed to employees performing special servicing functions;


 


(x)        Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xi)       Nothing
herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with respect to their
rights and protections relative to the Trust.


 


(b)       Following
the Startup Day, the Trustee and the Certificate Administrator shall not, except as expressly required by any provision of this
Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator shall have received
an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution) to the effect
that the inclusion of such assets in the Trust Fund will not cause an Adverse REMIC Event.


 


(c)       All
rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee and the Certificate Administrator,
may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other proceeding
relating thereto, and any such suit, action or proceeding instituted by the Trustee and the Certificate Administrator shall be
brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


(d)       Neither
the Trustee nor the Certificate Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of
any condition requiring the repurchase of any Mortgage Loan by any Mortgage Loan Seller pursuant to this Agreement or the eligibility
of any Mortgage Loan for purposes of this Agreement.


 


(e)       Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider, Paying Agent and Authenticating Agent).


 


(f)       In
order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the
Certificate Administrator and the Trustee, as the case may be, are required to obtain, verify and record certain information relating
to individuals and entities that maintain a business relationship with the Certificate Administrator or the Trustee. Accordingly,
each of the parties hereto agrees to provide to the Certificate Administrator and the Trustee, upon its respective request from
time to time, such identifying information and documentation as may be available for such party in order to enable the Certificate
Administrator and the Trustee to comply with Applicable Law.


 






    -446-


     

    

 



Section 8.03     Trustee
and Certificate Administrator Not Liable for Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates shall not be taken as the statements of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer, or the Special Servicer and the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer assume no
responsibility for their correctness. The Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer, the Master Servicer and the Special Servicer make no representations or warranties as to the
validity or sufficiency of this Agreement, of the Certificates or any offering document used to offer the Certificates for
sale or the validity, enforceability or sufficiency of any Mortgage Loan, or related document. Neither the Trustee nor the
Certificate Administrator shall at any time have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage, any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability
to generate the payments to be distributed to Certificateholders under this Agreement. Without limiting the foregoing,
neither the Trustee nor the Certificate Administrator shall be liable or responsible for: (i) the existence, condition
and ownership of any Mortgaged Property; (ii) the existence of any hazard or other insurance thereon (other than if the
Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this
Agreement) or the enforceability thereof; (iii) the existence of any Mortgage Loan or the contents of the
related Mortgage File on any computer or other record thereof (other than if the Trustee shall assume the duties of the
Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement); (iv) the validity of
the assignment of any Mortgage Loan to the Trust Fund or of any intervening assignment; (v) the completeness of any
Mortgage File; the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the
Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement); (vi) the compliance by
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer with
any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or
representation prior to the Trustee’s receipt of written notice or other discovery of any non-compliance therewith or
any breach thereof; (vii) any investment of monies by or at the direction of the Master Servicer or any loss resulting
therefrom, the acts or omissions of any of the Depositor, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer, the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of
the Certificate Administrator, the Master Servicer or Special Servicer pursuant to Section 7.02 of this
Agreement) or any sub-servicer or any Borrower; any action of the Master Servicer or Special Servicer (other than if the
Trustee shall assume the duties of the Master Servicer or Special Servicer pursuant to Section 7.02 of
this Agreement) or any sub-servicer taken in the name of the Trustee, except to the extent such action is taken at the
express written direction of the Trustee; (viii) the failure of the Master Servicer or the Special Servicer or any
sub-servicer to act or perform any duties required of them on behalf of the Trust Fund or the Trustee hereunder; or
(ix) any action by or omission of the Trustee or the Certificate Administrator taken at the instruction of the Master
Servicer or the Special Servicer (other than if the Trustee shall assume the duties of the Master Servicer or the Special
Servicer pursuant to Section 7.02 of this Agreement) unless the taking of such action is not permitted by the
express terms of this Agreement; provided, that the foregoing shall not relieve the Trustee or the Certificate
Administrator of their respective obligations to perform their duties as specifically set


 






    -447-


     

    

 


forth
in this Agreement. The Trustee or the Certificate Administrator shall not be accountable for the use or application by the Depositor,
the Certificate Administrator (in the case of the Trustee only), the Trustee (in the case of the Certificate Administrator only),
the Master Servicer or the Special Servicer of any of the Certificates or of the proceeds of such Certificates, or for the use
or application of any funds paid to the Depositor, the Certificate Administrator (in the case of the Trustee only), the Trustee
(in the case of the Certificate Administrator only), the Master Servicer or the Special Servicer in respect of the assignment
of the Mortgage Loans or deposited in or withdrawn from the Collection Accounts, any Serviced Whole Loan Collection Account, the
Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Lock-Box Account, the Cash Collateral Account, the Reserve
Accounts, the Interest Reserve Account, any REO Account or any Gain-on-Sale Reserve Account or any other account maintained by
or on behalf of the Certificate Administrator, the Master Servicer or the Special Servicer, other than any funds held by the Trustee
or the Certificate Administrator. Neither the Trustee nor the Certificate Administrator shall have any responsibility for filing
any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder (unless the Trustee shall have become the successor Master Servicer) or
to record this Agreement. In making any calculation hereunder which includes as a component thereof the payment or distribution
of interest for a stated period at a stated rate “to the extent permitted by applicable law,” the Trustee or the Certificate
Administrator, as the case may be, shall assume that such payment is so permitted unless a Responsible Officer of the Trustee
or the Certificate Administrator, as the case may be, has actual knowledge, or receives an Opinion of Counsel (at the expense
of the Person asserting the impermissibility) to the effect, that such payment is not permitted by applicable law. The Depositor
is not obligated to monitor or supervise the performance of the Trustee or the Certificate Administrator under this Agreement
or otherwise.


 


Section 8.04     Trustee
and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent of the Trustee
or the Certificate Administrator in its individual capacity or any other capacity may become the owner or pledgee of Certificates,
and may deal with the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Initial
Purchasers and the Underwriters in banking transactions, with the same rights it would have if it were not Trustee, Certificate
Administrator or such agent, as the case may be.


 


Section 8.05     Payment
of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification. (a) On each Distribution Date,
prior to the distribution of amounts to the Certificateholders, the Certificate Administrator shall be entitled to withdraw and
pay the Trustee and itself its respective portion of the Certificate Administrator/Trustee Fee, as reasonable compensation from
amounts remitted to the Lower-Tier Distribution Account (which shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust), for all services rendered in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties of the Trustee and the Certificate Administrator at the Certificate Administrator/Trustee
Fee Rate. The Trustee’s fee shall be paid as a portion of the Certificate Administrator/Trustee Fee.


 


(b)          If
the Trustee assumes the servicing responsibilities of the Master Servicer or the Special Servicer hereunder pursuant to or otherwise
arising from the resignation or


 






    -448-


     

    

 


removal
of the Master Servicer or the Special Servicer, the Trustee shall be entitled to the compensation to which the Master Servicer
or the Special Servicer, as the case may be, would have been entitled (other than the rights of the Special Servicer to receive
any Workout Fee specified in Section 3.12(c) of this Agreement if the Special Servicer is terminated).


 


(c)          The
Trustee, the Custodian and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for
all reasonable expenses, disbursements and advances incurred or made by the Trustee, the Custodian or the Certificate
Administrator pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable
compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), which the
Certificate Administrator will be entitled to withdraw from the Distribution Accounts prior to the distribution to
Certificateholders to the extent set forth herein and to the extent such payments are “unanticipated expenses incurred
by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(iii) except any such expense,
disbursement or advance as may arise from its negligence, willful misconduct or bad faith; provided, that, subject to
the last paragraph of Section 8.01 and Section 8.02(a)(iii) of this Agreement, the Trustee, the
Custodian or the Certificate Administrator shall not refuse to perform any of their respective duties hereunder solely as a
result of the failure to be paid their respective portion of the Certificate Administrator/Trustee Fee, or the
Trustee’s, Custodian’s or Certificate Administrator’s previously-incurred expenses, as applicable. The term
“unanticipated expenses incurred by the REMIC” shall include any fees, expenses and disbursement of any
separate Trustee or co-Trustee appointed hereunder, only to the extent such fees, expenses and disbursements were not
reasonably anticipated as of the Closing Date and are attributable to the Lower-Tier REMIC or the Upper-Tier REMIC and the
losses, liabilities, damages, claims or expenses (including reasonable attorneys’ fees) incurred or advanced by an
Indemnified Party in connection with any litigation arising out of this Agreement attributable to the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, including, without limitation, under Section 2.03, Section 3.10,
the third paragraph of Section 3.11, Section 4.05 and Section 7.01 of this
Agreement.


 


The
Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable expenses, disbursements
and advances incurred or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer
or the Special Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master
Servicer or Special Servicer (except in the case of removal of the Special Servicer without cause), as applicable, in accordance
with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its counsel
and all other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from the negligence,
willful misconduct or bad faith of the Trustee.


 


(d)          Each
of the Certificate Administrator, the Custodian, the Paying Agent, the Trustee, the Depositor, the Master Servicer and the Special
Servicer (each, for purposes of this Section 8.05(d), an “Indemnifying Party”) shall (severally
and not jointly) indemnify the Trustee (both in its capacity as Trustee and individually), the Asset Representations Reviewer
and the Certificate Administrator (in its capacity as Certificate Administrator, Custodian, Paying Agent and individually) and
each of their Affiliates and each of the partners, shareholders,


 






    -449-


     

    

 


members,
managers, directors, officers, employees, representatives and agents of the Trustee and the Certificate Administrator and each
of their Affiliates (each, for purposes of this Section 8.05(d), an “Indemnified Party”), and hold
each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement
(including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or
proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise)
resulting from each such Indemnifying Party’s respective willful misconduct, bad faith, fraud or negligence in the performance
of each of its respective duties hereunder or by reason of negligent disregard of its respective obligations and duties hereunder
(including in the case of the Master Servicer, any agent of the Master Servicer or sub-servicer).


 


The
Trust Fund shall indemnify each Indemnified Party and the Custodian from, and hold it harmless against, any and all losses, liabilities,
damages, penalties, fines, forfeitures, judgments, claims or unanticipated expenses (including, without limitation, reasonable
fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party
and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect of this Agreement,
the Mortgage Loans or the Certificates other than (i) resulting from the willful misconduct, bad faith, fraud or negligence of
the Indemnified Party or the Custodian, as applicable, in the performance of its obligations and duties under this Agreement,
(ii) by reason of its negligent disregard of those obligations or duties, or as may arise from a breach of any representation
or warranty of the Indemnified Party or the Custodian, as applicable, made in this Agreement and (iii) as to which such Indemnified
Party or the Custodian, as applicable, is entitled to indemnification pursuant to this Section 8.05(d). The right
of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all Certificateholders.


 


(e)          Notwithstanding
anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or
the resignation, removal or termination of the Trustee or the Certificate Administrator, as the case may be, regarding rights
accrued prior to such resignation, removal or termination and (with respect to any acts or omissions during its respective tenures)
the resignation, removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Certificate Administrator,
the Certificate Registrar or the Custodian.


 


(f)          This
Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses,
disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental
matter.


 


(g)          Each
of the Certificate Administrator, the Custodian, the Paying Agent and the Trustee (in each case with respect to itself only, for
purposes of this Section 8.05(g), an “Indemnifying Party”) shall (severally and not jointly) indemnify
the Trust Fund, the Depositor, the Master Servicer, the Special Servicer and each other, and each of their respective Affiliates
and each of the partners, shareholders, members, managers, directors, officers, employees, representatives and agents of the Master
Servicer and the Special Servicer and their respective Affiliates (each, for purposes of this Section 8.05(g), an
“Indemnified Party”), and hold each of


 






    -450-


     

    

 


them
harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including,
without limitation reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding
between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting
from the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its duties
hereunder or by reason of negligent disregard of its obligations and duties hereunder.


 


(h)          The
Certificate Administrator (for purposes of this Section 8.05(h), the “Indemnifying Party”) shall,
solely in its capacity as the 17g-5 Information Provider, indemnify each Mortgage Loan Seller and Deutsche Bank Securities Inc.
(each, for purposes of this Section 8.05(h), an “Indemnified Party”), and hold each of them harmless
against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without
limitation reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between
the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) related to
(i) the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its
duties hereunder or by reason of negligent disregard of its obligations and duties hereunder or (ii) a determination by any
Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange
Act Rule 17g-5(a)(3), to the extent caused by any such willful misconduct, bad faith, fraud or negligence in the performance
of its duties hereunder or by reason of negligent disregard referred to in clause (i) above by the Indemnifying Party.


 


Section 8.06     Eligibility
Requirements for Trustee and Certificate Administrator. The Trustee and Certificate Administrator hereunder shall at all times:


 


(i)           be
a corporation, national bank, national banking association or a trust company organized and doing business under the laws of any
state or the United States of America,


 


(ii)          be
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement,


 


(iii)         have
a combined capital and surplus of at least $50,000,000,


 


(iv)         be
subject to supervision or examination by federal or state authority and, solely in the case of the Trustee, shall not be an Affiliate
of the Master Servicer or the Special Servicer (except, in the case of the Trustee, during any period when the Trustee has assumed
the duties of the Master Servicer or Special Servicer, as the case may be, pursuant to Section 7.02 of this Agreement),


 


(v)          not
be a Prohibited Party,


 


(vi)         be
an institution insured by the Federal Deposit Insurance Corporation, and


 






    -451-


     

    




 


(vii)        have
a rating on its long-term senior unsecured debt of at least “A2” by Moody’s and “A” by Fitch; provided that
the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a
rating on its long-term unsecured debt of at least “Baa2” by Moody’s and “A-” by Fitch, (b) it has
a rating on its short-term debt obligations of at least “P-2” by Moody’s and “F1” by Fitch, and
(c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Moody’s and
“A+” by Fitch or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation.


 


Notwithstanding
the foregoing, if the Trustee or the Certificate Administrator meets the provisions of clauses (i) through (iii), (v) and
(vi) above, but does not meet the provisions of clause (iv) above, the Trustee or the Certificate Administrator, as the case
may be, shall be deemed to meet the provisions of such clause (iv) if it appoints a fiscal agent as a back-up liquidity provider,
provided that such fiscal agent meets the provisions of clauses (i) through (vi) above and shall have assumed in writing
all obligations of the Trustee or the Certificate Administrator, as the case may be, to make Advances under this Agreement as
and when required of the Trustee or the Certificate Administrator, as the case may be. If a corporation or association publishes
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority,
then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If the place of business from which the
Trustee administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of
any Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall elect either to
(i) resign immediately in the manner and with the effect specified in Section 8.07 of this Agreement, (ii) pay
such tax and continue as Trustee or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose
such a tax. If at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions
of this Section, the Trustee or the Certificate Administrator, as the case may be, shall resign immediately in the manner and
with the effect specified in Section 8.07 of this Agreement.


 


Section 8.07     Resignation
and Removal of Trustee and Certificate Administrator. The Trustee and the Certificate Administrator may at any time resign
and be discharged from the trusts hereby created by giving written notice thereof to the Trustee, the Depositor, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, the Mortgage Loan Sellers, the Master Servicer, the
Special Servicer, the Directing Holder and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement). Upon notice of resignation from the Trustee,
the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee, the appointment of which is subject
to the requirements contained in Section 8.06 of this Agreement and shall be, if no Control Termination Event has
occurred and is continuing, reasonably acceptable to the Directing Holder. Upon notice of resignation from the Certificate Administrator,
the Trustee shall promptly appoint a successor certificate administrator, the appointment of which is subject to the requirements
contained in Section 8.06 of this Agreement. If no successor trustee or certificate administrator shall have been
so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee
or Certificate Administrator, as the case may be, may petition


 






    -452-


     

    

 


any
court of competent jurisdiction for the appointment of a successor. The Trustee or the Certificate Administrator, as applicable,
shall bear all reasonable out of pocket costs and expenses of each other party hereto and each Rating Agency in connection with
its resignation.


 


If
at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
of this Agreement and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at
any time the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or the Certificate Administrator, as the case may be (or of its property), shall
be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator, as the
case may be (or of its property or affairs), for the purpose of rehabilitation, conservation or liquidation, or if the
Trustee or Certificate Administrator (if different than the Trustee) shall fail (other than by reason of the failure of
either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other
circumstances beyond the Trustee’s or Certificate Administrator’s, as applicable, reasonable control), to timely
publish any report to be delivered, published or otherwise made available by the Certificate Administrator pursuant to Section
4.02 and such failure shall continue unremedied for a period of five (5) days, or if the Certificate Administrator
fails to make distributions required pursuant to Section 4.01 or Section 9.01, then the Depositor or the
Master Servicer may remove the Trustee or the Certificate Administrator, as the case may be, and the Depositor or the
Master Servicer shall promptly appoint a successor by written instrument, which shall be delivered to the Trustee or the
Certificate Administrator, as the case may be, so removed and to the successor.


 


The
Holders of Certificates entitled to at least 50% of the Voting Rights may, with cause (at any time) or without cause (at any time
with 30 days’ prior written notice), remove the Trustee or the Certificate Administrator and appoint a successor by written
instrument or instruments, in eight originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator and the successor trustee or certificate
administrator, as applicable.


 


In
addition, if the Trustee or the Certificate Administrator is terminated without cause, the terminating party shall pay all of
the expenses of the Trustee or the Certificate Administrator, as the case may be, necessary to affect the transfer of its responsibilities
to the successor.


 


If
the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement
and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such
termination or removal (including the right to receive all fees, expenses, indemnities, and other amounts accrued or owing to
it under this Agreement, plus interest at the Reimbursement Rate on all such amounts until received to the extent such amounts
bear interest as provided in this Agreement, with respect to periods prior to the date of such termination or removal).


 


If
the Certificate Administrator is terminated or removed pursuant to this Section 8.07, (i) all of its rights and
obligations under this Agreement and in and to the Mortgage


 






    -453-


     

    

 


Loans
shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including
the right to receive all fees, indemnities, expenses and other amounts accrued or owing to it under this Agreement with respect
to periods prior to the date of such termination or removal) and (ii) such resignation, termination, or removal shall be
effective with respect to each of its other capacities hereunder except its capacity as Custodian (but including, without limitation,
its capacities as Certificate Registrar, 17g-5 Information Provider, Paying Agent and Authenticating Agent).


 


Upon
the resignation, assignment, or transfer of the Trustee or its business to a successor, or upon the termination of the
Trustee, (a) the outgoing Trustee, at its own expense without right to reimbursement therefor, shall (A) endorse
the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each
Mortgage Loan was endorsed to the outgoing Trustee), without recourse, representation or warranty, express or implied, to the
order of the successor, as trustee for the registered holders of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2016-CD2 or in blank, and (B) in the case of the other assignable Loan Documents (to the extent
such other Loan Documents were assigned to the outgoing Trustee), assign and record such Loan Documents to such successor,
and such successor shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and
certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been
made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the outgoing Trustee, the
Custodian shall deliver such Mortgage Note to the successor trustee and the Custodian shall cooperate with any successor
trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to
the order of the successor trustee, as trustee for the registered holders of CD 2016-CD2 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2016-CD2 or in blank. If any assignable Loan Document (other than the Mortgage Note) was
not assigned to the outgoing Trustee or if the Trustee is removed pursuant to Section 8.07 without cause, with
respect to the Loan Documents identified in clause (B) of the preceding sentence, the Custodian shall deliver such
Loan Document to the successor trustee and, if appropriate, such Loan Documents shall be recorded at the expense of the Trust
(i) prior to the occurrence and continuance of a Control Termination Event, with the consent of the Controlling Class
Representative, (ii) after the occurrence and continuance of a Control Termination Event but prior to the occurrence of
a Consultation Termination Event, after consultation with the Controlling Class Representative and the Operating Advisor
and (iii) after the occurrence of a Consultation Termination Event, after consultation with the Operating Advisor and
the reasonable cooperation (as determined by the Depositor) of the Depositor.


 


Section 8.08     Successor
Trustee and Certificate Administrator. (a) Any successor trustee or certificate administrator shall execute, acknowledge and
deliver to the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer, the Certificate Administrator
(or in the case of a successor certificate administrator, to the predecessor Certificate Administrator) and the Trustee, as the
case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee
or Certificate Administrator, as applicable, shall become effective and such successor, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect
as if originally


 






    -454-


     

    

 


named
as Trustee or Certificate Administrator, as applicable, herein; provided that such successor shall satisfy the
requirements contained in Section 8.06 of this Agreement and the Certificate Administrator shall have filed any
required Form 8-K pursuant to Section 10.09. The predecessor Trustee or Certificate Administrator, as applicable,
shall deliver to its successor all Mortgage Files and related documents and statements held by it hereunder, and the
Depositor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor
all such rights, powers, duties and obligations. No successor trustee or certificate administrator, as the case may be, shall
accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor shall be
eligible under the provisions of Section 8.06 of this Agreement.


 


Upon
acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice
of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register.
If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Depositor.


 


(b)          Any
successor trustee appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth in Section 8.06
hereof.


 


(c)          Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.09     Merger
or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger,
conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator, shall be the
successor of the Trustee or the Certificate Administrator, as the case may be, hereunder; provided that such Person
shall be eligible under the provisions of Section 8.06 of this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The
Trustee or the Certificate Administrator, as applicable, shall notify the other parties hereto of any such event, and the
Certificate Administrator shall post notice of such merger or consolidation to the Certificate Administrator’s Website
in accordance with Section 3.14(d) of this Agreement and provide notice of such event to the 17g-5 Information
Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement).


 


Section 8.10    Appointment
of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located,
or for enforcement actions, or where a conflict of interest exists, the Depositor and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act (at the expense
of the Trust) as co-Trustee or co-Trustees, jointly with the Trustee, or separate Trustee or separate Trustees, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to


 






    -455-


     

    

 


the
Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the Depositor shall not have joined
in such appointment within 15 days after the receipt by it of a request so to do, or in case a Servicer Termination Event shall
have occurred and be continuing, the Trustee alone shall have the power to make such appointment. Except as required by applicable
law, the appointment of a co-Trustee or separate Trustee shall not relieve the Trustee of its responsibilities, obligations and
liabilities hereunder. No co-Trustee or separate Trustee hereunder shall be required to meet the terms of eligibility as a successor
Trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-Trustee(s)
or separate Trustee(s) shall be required under Section 8.08 hereof.


 


In
the case of any appointment of a co-Trustee or separate Trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by
the Trustee and such separate Trustee or co-Trustee jointly (it being understood that such separate Trustee or co-Trustee is not
authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate Trustee or co-Trustee solely at the direction of the Trustee.


 


No
Trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement.
The Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate Trustee or co-Trustee,
or if the separate Trustee or co-Trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of
or remove any separate Trustee or co-Trustee.


 


Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate Trustees
and co-Trustees, as effectively as if given to each of them. Every instrument appointing any separate Trustee or co-Trustee shall
refer to this Agreement and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee.
Each separate Trustee and co-Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject
to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Trustee. In no event shall any such separate Trustee or co-Trustee
be entitled to any provision relating to the conduct of, affecting the liability of or affording protection to such separate Trustee
or co-Trustee that imposes a standard of conduct less stringent than that imposed by the Trustee hereunder, affording greater
protection than that afforded to the Trustee hereunder or providing a greater limit on liability than that provided to the Trustee
hereunder.


 


Any
separate Trustee or co-Trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate Trustee or co-Trustee shall die, become incapable of acting, resign or be removed, all of


 






    -456-


     

    

 


its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor Trustee.


 


Article IX



TERMINATION


 


Section 9.01     Termination.
(a) The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee created hereby with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) shall terminate upon payment (or provision for payment) to
the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the
Certificate Administrator and the Master Servicer, as the case may be, required hereunder to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust
Fund in accordance with Section 9.01(c) of this Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of this Agreement; and
(iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to this Agreement of the last asset held by the Trust Fund; provided,
that in no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on
the date hereof.


 


For
purposes of this Section 9.01, the Sole Certificateholder shall have the first option to terminate the Trust Fund,
pursuant to Section 9.01(g), and then the Certificateholder owning a majority of the Percentage Interests in the Controlling
Class, the Special Servicer and the Master Servicer, in that order, shall have the option to terminate the Trust Fund pursuant
to subsection (c). For purposes of this Section 9.01, the Directing Holder with the consent of the Holders
of the Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust Fund
and terminating the Trust.


 


(b)          The
Trust Fund, the Lower-Tier REMIC and the Upper-Tier REMIC shall be terminated and the assets of the Trust Fund shall be sold
or otherwise disposed of in connection therewith, only pursuant to a “plan of complete liquidation” within the
meaning of Section 860F(a)(4)(A) of the Code providing for the actions contemplated by the provisions hereof and
pursuant to which the applicable Notice of Termination is given, and requiring that the Trust Fund, the Lower-Tier REMIC and
the Upper-Tier REMIC shall terminate on a Distribution Date occurring not more than 90 days following the date of
adoption of the plan of complete liquidation. For purposes of this Section 9.01(b), the Notice of Termination
given pursuant to Section 9.01(c) of this Agreement shall constitute the adoption of the plan of complete
liquidation as of the date such notice is given, which date shall be specified by the Certificate Administrator in the final
federal income tax returns of the Upper-Tier REMIC and the Lower-Tier REMIC. Notwithstanding the termination of the
Lower-Tier REMIC, the Upper-Tier REMIC or the Trust Fund, the Certificate Administrator shall be responsible for filing the
final Tax Returns for each such Trust REMIC and for the Grantor Trust for the period ending


 






    -457-


     

    

 


with
such termination, and shall retain books and records with respect to such Trust REMICs and the Grantor Trust for the same period
of retention for which it maintains its own tax returns or such other reasonable period. The Trustee shall sign all Tax Returns
and other reports required by this Section.


 


(c)          The
Certificateholder owning a majority of the Percentage Interest of the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee,
the Special Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after
the Early Termination Notice Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included
in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the sum of, without duplication:


 


(i)           100%
of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated
Termination Date (less any P&I Advances previously made on account of principal);


 


(ii)          the
fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated
Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days
prior to the last day of the month preceding such Distribution Date;


 


(iii)         all
unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related
Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding such Anticipated Termination
Date (less any P&I Advances previously made on account of interest); and


 


(iv)         the
aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate, and unpaid Servicing Compensation,
Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
Property Royalty License Fees and Trust Fund expenses.


 


If
the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Master Servicer or the
Special Servicer purchases all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in
the Trust Fund in accordance with this Section 9.01(c), the Certificateholder owning a majority of the Percentage
Interests in the Controlling Class, the Master Servicer or the Special Servicer, as applicable, shall deposit in the
Lower-Tier Distribution Account, as applicable, not later than the Master Servicer Remittance Date relating to the
Anticipated Termination Date on which the final distribution on the Certificates is to occur, an amount in immediately
available funds equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other
than the Certificateholders pursuant to Section 3.05(a) of this Agreement, which portion shall be deposited in
the Collection Account). In addition, the Master Servicer shall transfer to the Certificate Administrator for deposit in the
Lower-Tier Distribution Account, as applicable, all amounts required to be transferred thereto on the Master Servicer
Remittance Date from the


 






    -458-


     

    

 


Collection
Account, together with any other amounts on deposit in the Collection Account that would otherwise be held for future distribution.
Upon confirmation by the Master Servicer in writing that it has transferred all such amounts to the Certificate Administrator,
the Custodian shall release or cause to be released to the Certificateholder owning a majority of the Percentage Interests in
the Controlling Class, the Master Servicer or the Special Servicer, as applicable, the Mortgage Files for the remaining Mortgage
Loans and shall execute all assignments, endorsements and other instruments furnished to it by such purchasing party as shall
be necessary to effectuate transfer of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining
in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Article IX.


 


For
purposes of this Section 9.01, the Directing Holder with the consent of the Holders of the Controlling Class, shall
act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.


 


As
a condition to the purchase of the assets of the Trust Fund pursuant to this Section 9.01(c), the purchaser shall
deliver to the Trustee and the Certificate Administrator an Opinion of Counsel, which shall be at the expense of such purchaser,
stating that such termination will be a “qualified liquidation” under Section 860F(a)(4)(A) of the Code.
All costs and expenses incurred by any and all parties to this Agreement or by the Trust Fund in connection with the purchase
of the Mortgage Loans and other assets of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party
exercising its purchase rights hereunder. The Trustee and the Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Independent appraiser pursuant to this subsection (c).


 


(d)          If
the Trust Fund has not been previously terminated pursuant to subsection (c) of this Section 9.01,
the Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator
reasonably anticipates, based on information with respect to the Mortgage Loans previously provided to it, that the final distribution
will be made to the Holders of outstanding Regular Interests, notwithstanding that such distribution may be insufficient to distribute
in full the Certificate Balance of each Class of Regular Interests, together with amounts required to be distributed on such Distribution
Date pursuant to Section 4.01(b) of this Agreement; provided, that, if no such Classes of Regular Interests
are then outstanding, the final distribution shall be made (i) to the Holders of the Class R Certificates (in respect of
the Class LTR Interest) of any amount remaining in the Collection Accounts, the Lower-Tier Distribution Account, and (ii) to
the Holders of the Class R Certificates (in respect of the Class UTR Interest) of any amount remaining in the Upper-Tier Distribution
Account.


 


(e)          Notice
of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate
Administrator to Certificateholders (with a copy to the Trustee, the Master Servicer, the Special Servicer, the Mortgage Loan
Sellers, the Operating Advisor, the Asset Representations Reviewer, the related Serviced Companion Loan Noteholder (if any)
and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement)), at their addresses shown in the Certificate Registrar not more
than 30 days, and not less than ten days, prior to the Anticipated Termination Date. The notice mailed by the
Certificate Administrator to Certificateholders shall:


 






    -459-


     

    




 


(i)           specify
the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes
specified therein;


 


(ii)          specify
the amount of any such final distribution, if known; and


 


(iii)         state
that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.


 


If
the Trust Fund is not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly
mail notice thereof to each Certificateholder.


 


(f)           Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates
shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust
Fund shall terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01
shall not have been surrendered for cancellation within six months after the time specified in such notice, the
Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the
final distribution with respect thereto. If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to
contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining
such funds and of contacting Certificateholders shall be paid out of the assets which remain held. If within two years after
the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the
Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator hereunder and the transfer of such amounts to a successor certificate administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 9.01. Any amounts remaining in the
Excess Interest Distribution Account representing Excess Interest shall be distributed to the Holders of the Class S
Certificates.


 


(g)          Following
the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount and the
aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B,
Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to exchange all of the
then-outstanding Certificates (other than (i) the Class X-E, Class X-F and Class X-G Certificates if the Sole Certificateholder
has only taken an assignment of the Voting Rights of the Class X-E, Class X-F and Class X-G Certificates pursuant to the
definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a), by giving
written notice to all the parties hereto no later than 60 days prior to the anticipated date of exchange; provided
that such Sole Certificateholder pays


 






    -460-


     

    

 


to
the Certificate Administrator as additional compensation an amount equal to one day of interest calculated at the Prime Rate on
the aggregate Certificate Balance of the Regular Interests (other than the Class X Regular Interests) as of the first day of the
current calendar month and such Sole Certificateholder pays to the Master Servicer as additional compensation an amount equal
to (i) the product of (a) the Prime Rate, (b) the aggregate Certificate Balance of the then outstanding Regular Interests (other
than the Class X Regular Interests) as of the date of the exchange and (c) three, divided by (ii) 360, for the Mortgage Loans
and any REO Properties remaining in the Trust Fund and such payments shall be treated as made by the Sole Certificateholder directly
to the Certificate Administrator and the Master Servicer and not through or by either of the Trust REMICs; provided, further,
that if the Holders of the Class X-E, Class X-F and Class X-G Certificates have assigned their Voting Rights to the “Sole
Certificateholder”, then the Sole Certificateholder may exchange the Class E, Class F, Class G, Class V1-E and
Class V2 Certificates for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a), and the Holders of the Class X-E, Class X-F and Class X-G Certificates shall be entitled to exchange
those Certificates for consideration in an amount to be agreed by the Sole Certificateholder and the Holders of the Class X-E,
Class X-F and Class X-G Certificates (the “Class X Payoff Amount”); provided, that the Class X
Payoff Amount shall consist solely of cash or other assets otherwise payable or deliverable by the Trust to the Sole Certificateholder
and to no other Person. If the Sole Certificateholder elects to exchange all of the then-outstanding Certificates (other than
(i) the Class X-E Certificates, Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has
only taken an assignment of the Voting Rights of the Class X-E Certificates, Class X-F Certificates and Class X-G Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund in accordance with the preceding sentence, such Sole Certificateholder,
not later than the Distribution Date on which the final distribution on the Certificates is to occur, shall remit for deposit
in the Collection Account an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee hereunder through the date
of the liquidation of the Trust Fund that may be withdrawn from the Collection Account, or an escrow account acceptable to the
respective parties hereto, pursuant to Section 3.06(a) of this Agreement or that may be withdrawn from the Distribution Accounts
pursuant to Section 3.06(g) of this Agreement, but only to the extent that such amounts are not already on deposit
in the Collection Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Certificate
Administrator for deposit in the Lower-Tier Distribution Account on such Servicer Remittance Date from the Collection Account
pursuant to Section 3.05 of this Agreement. Upon confirmation from the Certificate Administrator that such final deposits
have been made and following the surrender of all the then-outstanding Certificates (other than (i) the Class X-E Certificates,
Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting
Rights of the Class X-E Certificates, Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) on the final Distribution Date to the Certificate
Administrator, the Custodian shall (x) upon receipt of a Request for Release from the Master Servicer, release to the Sole
Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer
of the Mortgage Loans and REO


 






    -461-


     

    

 


Properties
remaining in the Trust Fund and (y) if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class
X-E Certificates, Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder”,
upon receipt of the Class X-E Certificates, Class X-F Certificates and Class X-G Certificates, release the Class X Payoff
Amount to the Holders of the Class X-E Certificates, Class X-F Certificates and Class X-G Certificates, and the Trust Fund
shall be liquidated in accordance with this Article IX; provided, that the release of the Class X Payoff Amount
to the Holders of the Class X-E Certificates, Class X-F Certificates and Class X-G Certificates shall be deemed to be delivery
of the Class X Payoff Amount by the Trust to the Sole Certificateholder and by the Sole Certificateholder to the Holders
of the Class X-E Certificates, Class X-F Certificates and Class X-G Certificates. The remaining Mortgage Loans and REO Properties
are deemed distributed to the Sole Certificateholder in liquidation of the Trust Fund pursuant to this Article IX. Solely
for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC
for an amount equal to the remaining Certificate Balance of its Certificates (other than the Class S and Class R Certificates),
plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts
distributable in respect of the Lower-Tier Regular Interests and such Certificates.


 


(h)          [Reserved.]


 


(i)           The
duties of the Operating Advisor under this Agreement will terminate, without cost or expense to the Operating Advisor, upon termination
of the Trust Fund.


 


Article X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 10.01   
Intent of the Parties; Reasonableness. Except with respect to Section 10.08, Section 10.11,
Section 10.13, Section 10.14, Section 10.15, Section 10.16 and Section 10.17,
the parties hereto acknowledge and agree that the purpose of this Article X is to facilitate compliance by the Depositor
(and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation
AB and related rules and regulations of the Commission. None of the Depositor, the Certificate Administrator or the Trustee shall
exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good
faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case,
the rules and regulations of the Commission thereunder. The parties to this Agreement acknowledge that interpretations of the
requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree
to comply, subject to Section 10.02, with reasonable requests made by the Depositor (or any Other Depositor or Other
Trustee of any Other Securitization that includes a Serviced Companion Loan), the Certificate Administrator or the Trustee in
reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation
AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance).
In connection with the CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2 and any Other
Securitization subject to Regulation AB that includes a Serviced Companion Loan, subject to the preceding sentence, each of the
parties to this Agreement shall


 






    -462-


     

    

 


cooperate
fully with the Depositor, the Certificate Administrator, the Trustee and any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor, the Certificate Administrator,
the Trustee and any such Other Depositor or Other Trustee, as applicable (including any of their assignees or designees), any
and all information in its possession and necessary in the reasonable good faith determination of the Depositor, the Certificate
Administrator, the Trustee or such Other Depositor or Other Trustee, as applicable, to permit the Depositor or such Other Depositor,
as applicable, to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee,
as applicable, and any Servicing Function Participant, or the Servicing of the Mortgage Loans (other than a Non-Serviced Mortgage
Loan) (or, if applicable, the related Serviced Companion Loan), reasonably believed by the Depositor, the Certificate Administrator,
the Trustee or the related Other Depositor or the related Other Trustee, as applicable, in good faith to be necessary in order
to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request
made under this Section 10.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor, the Certificate Administrator or the Trustee, as applicable, to satisfy any related
filing requirements.


 


For
purposes of this Article X, to the extent any party has an obligation to exercise commercially reasonable efforts
to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party
in connection with such obligation.


 


Section 10.02   
Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan. (a)  Any
other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines for
delivery set forth in this Article X, in connection with the requirements contained in this Article X
that provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Trustee
of any Other Securitization that includes a Serviced Companion Loan and is subject to Regulation AB, no party hereunder shall
be obligated to provide any such items to or cooperate with such Other Depositor or Other Trustee until the Other Depositor or
Other Trustee of such Other Securitization has provided each party hereto with not less than 10 Business Days’ (or such
shorter period as required for such Other Depositor or Other Trustee to comply with related filing obligations, provided that
(i) such Other Depositor or Other Trustee, as applicable, has provided written notice as soon as reasonably practicable and, concurrently
with such written notice, obtained verbal confirmation of receipt of such written notice, in each case, in accordance with Section
11.05 of this Agreement and (ii) such period shall not be less than 3 Business Days’) written notice (which shall only be
required to be delivered once) stating that such Other Securitization is subject to Regulation AB and that the Other Securitization
is subject to Exchange Act reporting, and (ii) specifying in reasonable detail the information and other items requested
to be delivered (insofar as such information or other items are not expressly identified herein); provided, that if Exchange
Act reporting is being requested, such Other Depositor or Other Trustee is only required to provide a single written notice to
such effect. Any reasonable cost and expense of the Master Servicer, Special Servicer, Operating Advisor, the Asset Representations
Reviewer, Trustee and Certificate Administrator in cooperating with such Other


 






    -463-


     

    

 


Depositor
or Other Trustee of such Other Securitization (above and beyond their expressed duties hereunder) shall be the responsibility
of such Other Depositor or Other Securitization. The parties hereto shall have the right to request written confirmation from
the Other Depositor or Other Trustee of such Other Securitization as to whether Regulation AB or the Exchange Act requires the
delivery of the items identified in this Article X to such Other Depositor and Other Trustee of such Other Securitization
prior to providing any of the reports or other information required to be delivered under this Article X in connection
therewith and if any such party makes such a request, then (i) upon such requesting party’s receipt of such written
confirmation, such requesting party shall comply with the deadlines for delivery set forth in this Article X with
respect to such Other Securitization and (ii) until such requesting party’s receipt of such written confirmation, such
party shall not be required to deliver such items. The parties hereunder shall also have the right to require that such Other
Depositor provide them with the contact details of such Other Depositor, Other Trustee and any other parties to the Other Pooling
and Servicing Agreement relating to such Other Securitization.


 


(b)          Each
of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of Section 10.02(a) above, and subject to a right of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, to review and approve such disclosure
materials, permit a holder of a related Serviced Companion Loan to use such party’s description contained in the Prospectus
(updated as appropriate by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable)
for inclusion in the disclosure materials relating to any securitization of a Serviced Companion Loan.


 


(c)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given
in accordance with the terms of Section 10.02(a) above, shall each timely provide (to the extent the reasonable out-of-pocket
cost thereof is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to
any Other Securitization that includes a Serviced Companion Loan such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to the updated description referred in Section 10.02(b) with respect to such party, substantially
identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus and/or
any other disclosure materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, or their respective legal counsel, as the case may be). Neither the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee shall be obligated to deliver any such item with respect to
the securitization of a Serviced Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


(d)          Each
of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request
given in accordance with the terms of Section 10.02(a) above, shall provide (to the extent the reasonable out-of-pocket
cost thereof is paid or caused to be paid by the applicable party set forth below in this Section 10.02(d)) to the Other
Depositor and the Other Trustee under the Other Pooling and Servicing Agreement related to any Other Securitization the following:
(i) any information (including, but


 






    -464-


     

    

 


not
limited to, disclosure information) required for such Other Securitization to comply in a timely manner with applicable filing
requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to such information that are substantially similar to those delivered by the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as the case may be, or their respective counsel, in connection with the
information concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization in connection with the closing of this CD 2016-CD2
Mortgage Trust securitization transaction, the reasonable out-of-pocket cost of the information, opinion(s) of counsel, certifications
and indemnification agreement(s) provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, pursuant to this Section 10.02(d) shall be paid or caused to be paid (pursuant
to a payment arrangement reasonably acceptable to the delivering party and the receiving party and agreed to as a condition precedent
to delivery of such items) by the applicable mortgage loan seller that transferred the related Serviced Companion Loan to the
related Other Depositor for inclusion in such Other Securitization.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization as a result of the termination, removal, resignation
or any other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this
Agreement, the out-of-pocket cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided
by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
pursuant to this Section 10.02(d) shall be paid or caused to be paid by the same party or parties required to pay the costs
and expenses relating to such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section 10.03   
Information to be Provided by the Master Servicer and the Special Servicer. (a) For so long as the Trust is subject
to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Companion
Loan is subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 10.09)
in connection with the succession to the Master Servicer, Special Servicer or any Servicing Function Participant (if such Servicing
Function Participant is a servicer as contemplated by Item 1108(a)(2) of Regulation AB) as servicer or Sub-Servicer under or as
contemplated by this Agreement or any related Other Pooling and Servicing Agreement by any Person (i) into which the Master
Servicer, Special Servicer or such Servicing Function Participant may be merged or consolidated, (ii) which may be appointed
as a sub-servicer (other than the appointment of a Mortgage Loan Seller Sub-Servicer) by a Master Servicer or Special Servicer,
or (iii) that is appointed as a successor Master Servicer or successor Special Servicer pursuant to Section 3.22
or Section 7.02, the Master Servicer, the Special Servicer or any Servicing Function Participant (with respect
to the foregoing clauses (i) and (ii)) or the successor Master Servicer or the successor Special Servicer (with respect to the
foregoing clause (iii)) shall, as a condition to such succession and at the reasonable expense of the same party or parties
required to pay the costs and expenses relating to such succession pursuant to this Agreement, provide to the Depositor and to
any Other Depositor related to any Other


 






    -465-


     

    

 


Securitization
that includes a Serviced Companion Loan, at least 5 Business Days (other than a succession or appointment pursuant to Section 7.01(b)
for which notice shall be delivered as soon as reasonably practicable) prior to the effective date of such succession or
appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or
confidentiality agreement, otherwise no later than the Business Day following such effective date, but in no event later than
the time required pursuant to Section 10.09, (x) written notice to the Trustee, the Certificate
Administrator and the Depositor (and any Other Trustee and Other Depositor related to any Other Securitization that includes
a Serviced Companion Loan) of such succession or appointment, (y) in writing and in form and substance reasonably
satisfactory to the Trustee, the Certificate Administrator and the Depositor (and any Other Trustee and Other Depositor of
any Other Securitization that includes a Serviced Companion Loan), all information relating to such successor reasonably
requested by the Depositor (or such Other Depositor) so that it may comply with its reporting obligation under Items 1.01 and
6.02 of Form 8-K with respect to any Class of Certificates or Serviced Companion Loan Securities and (z) such opinion(s)
of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially
similar to those delivered by the Master Servicer or the Special Servicer, as the case may be, or their respective counsel,
in connection with the information concerning such party in the Prospectus and/or any other disclosure materials relating to
this Trust.


 


Section 10.04   
Information to be Provided by the Trustee. (a) For so long as the Trust is subject to the reporting requirements
of the Exchange Act, (in addition to any requirements contained in Section 10.09) in connection with the succession
to the Trustee as Trustee or appointment of a co-Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, (ii) which may be appointed as a co-Trustee or separate Trustee pursuant to Section 8.10,
or (iii) that is appointed as a successor Trustee pursuant Section 8.08, the Trustee (with respect to the foregoing
clauses (i) and (ii)) or the successor Trustee (with respect to the foregoing clause (iii)) shall, as a condition to such
succession and at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such
succession pursuant to this Agreement, provide to the Depositor and to the Other Depositor related to any Other Securitization
that includes a Serviced Companion Loan, at least 5 calendar days prior to the effective date of such succession or appointment
as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement,
otherwise immediately following such effective date, but in no event later than the time required pursuant to Section 10.09,
(x) written notice to the Depositor, and to the Other Depositor related to any Other Securitization that includes a Serviced
Companion Loan, of such succession or appointment, (y) in writing and in form and substance reasonably satisfactory to the
Depositor, and to the Other Depositor related to any Other Securitization that includes a Serviced Companion Loan, all information
reasonably requested by the Depositor, or such Other Depositor, so that it may comply with its reporting obligation under Items
1.01 and 6.02 of Form 8-K with respect to any Class of Certificates or Serviced Companion Loan Securities and (z) such opinion(s)
of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially similar
to those delivered by the Trustee or their respective counsel, in connection with the information concerning such party in the
Prospectus and/or any other disclosure materials relating to this Trust.


 






    -466-


     

    

 


Section 10.05   
Filing Obligations. (a) Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee shall, and each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as applicable, shall use commercially
reasonable efforts to cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) a
Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans
(other than a Non-Serviced Mortgage Loan) to, reasonably cooperate with the Certificate Administrator and the Depositor (and any
Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Companion Loan) in connection with
the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith
efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act.


 


(b)          It
is hereby acknowledged that the Mortgaged Property securing the Mortgage Loan identified on the Mortgage Loan Schedule as 8 Times
Square & 1460 Broadway is a Significant Obligor, and, accordingly, Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K
provide for the inclusion of updated net operating income for the Mortgaged Property, as required by Item 1112(b)(1) of Regulation
AB, (i) on the related Form 10-D to be filed by the Trust (on a quarterly basis) on or before the related Significant Obligor
NOI Quarterly Filing Deadline or (ii) on each Form 10-K filed by the Trust, as applicable. The parties hereto acknowledge that
the date on which financial statements are required to be delivered to the Mortgage Loan Seller under the 8 Times Square &
1460 Broadway Mortgage Loan is 30 days following the end of each fiscal quarter or 75 days following the end of each fiscal year,
as applicable, as set forth in Section 11.1(c) of the related loan agreement).


 


(c)          To
the extent that the Master Servicer or the Special Servicer, as applicable, is in receipt of the updated financial statements
of the Significant Obligor for any calendar quarter (other than the fourth calendar quarter of any calendar year) or the updated
financial statements of the Significant Obligor for any calendar year, as applicable, the Master Servicer or the Special Servicer,
as applicable, shall deliver to the Certificate Administrator, on or prior to the day that occurs two Business Days prior to the
related Significant Obligor NOI Quarterly Filing Deadline or seven Business Days prior to the related Significant Obligor NOI
Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs 12 or more Business Days prior to the related
Significant Obligor NOI Quarterly Filing Deadline or 17 or more Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the Significant Obligor, together with a statement of the Master
Servicer’s or the Special Servicer’s, as applicable, calculation of the Significant Obligor’s net operating
income for the applicable period that will be included in subsequent reports that form a part of the CREFC® Investor
Reporting Package and (B) if such financial statement receipt occurs less than 12 Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than 17 Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, such financial statements of the Significant Obligor, together with the net operating income for the
applicable period as reported by the related Borrower in such financial statements.


 






    -467-


     

    

 


(d)          In
the event that the Master Servicer does not receive financial information satisfactory for the Depositor to comply with Item 6
of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, regarding the Significant Obligor with respect to the 8 Times
Square & 1460 Broadway Mortgage Loan within ten Business Days after the date such financial information is required to be
delivered under the related Loan Documents, the Master Servicer shall notify the Depositor that it has not received them. The
Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting
obligations of the Depositor under the Exchange Act) to obtain periodic financial statements of the related Borrower under the
related Loan Documents.


 


(e)          The
Master Servicer shall retain written evidence of each instance in which it attempts to contact the Borrower related to the 8 Times
Square & 1460 Broadway Mortgage Loan to obtain the required financial information and is unsuccessful and, within five (5)
Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Trust, shall
forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and
the Depositor. This Officer’s Certificate should be addressed to the Certificate Administrator at its Corporate Trust Office.


 


(f)           If
the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, it shall include the following statement (to the extent such statement is accurate) with respect
to Item 6 on the related Form 10-D or Item 1112(b)(1) on the related Form 10-K: “The information required for this [Item
6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have
been made on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the
information required for this [Item 6] [Item 1112(b)(1)], and the registrant has been unable to obtain such information to include
on this [Form 10-D] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance
on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the Depositor.


 


(g)          With
respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the
Master Servicer and Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of
Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that includes
such Serviced Companion Loan, to the extent that the Master Servicer (in the case of non-Specially Serviced Loans) or the Special
Servicer (in the case of Specially Serviced Loans and REO Properties) is in receipt of the updated financial statements of such
“significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from
the Mortgagor, beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated
financial statements of such “significant obligor” for any calendar year, beginning for the calendar year following
such notice from the Other Depositor, as applicable, the Master Servicer or the Special Servicer, as applicable, shall deliver
to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related “significant obligor”
NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior
to the related Significant 


 






    -468-


     

    

 


Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related
Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as calculated by the
Master Servicer or the Special Servicer, as applicable, in accordance with CREFC® guidelines and (B) if such financial
statement receipt occurs less than twelve (12) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline
or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
such financial statements of the “significant obligor”, together with the net operating income of such “significant
obligor” for the applicable period as reported by the related Mortgagor in such financial statements.


 


If
the Master Servicer or the Special Servicer, as applicable, does not receive financial information satisfactory to comply with
Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten
(10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan documents,
the Master Servicer or the Special Servicer, as applicable, shall notify the Other Depositor with respect to such Other Securitization
that includes the related Companion Loan (or shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer
to notify such Other Depositor) that it has not received such financial information.  The Master Servicer or the Special
Servicer, as applicable, shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing
reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to
be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer or the Special Servicer, as applicable, shall (or shall cause any related Sub-Servicing Agreement entered into
after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor
to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact
the related Mortgagor related to any such “significant obligor” (identified to it as such by the Other Depositor in
accordance with the second preceding paragraph) to obtain the required financial information and is unsuccessful and, no less
than five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the
Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate
administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to
the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


Section 10.06   
Form 10-D Filings. Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange
Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act and
the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange Act and such rules and
regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate
Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto; provided that
the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the
Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement that is required
to be included on


 






    -469-


     

    

 


Form
10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the paragraph immediately below, be reported by
the parties set forth on Schedule IV and directed to the Certificate Administrator and the Depositor for approval by the
Depositor. The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-D Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on
Schedule IV) absent such reporting, direction and approval after the date hereof. The Certificate Administrator shall include
in any Form 10-D filed by it, without limitation, to the extent such information is provided to the Certificate Administrator
by the Depositor for inclusion therein, (i) the information required by Rule 15Ga-1(a) under the Exchange Act concerning
all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties
and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and each Mortgage Loan Seller, if applicable,
and the Commission assigned “Central Index Key” number for each such filer. The Certificate Administrator and the
Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of
which such information is presented) in accordance with applicable laws and regulations.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization
that includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, within five calendar days
after the related Distribution Date, (i) the parties listed on Schedule IV hereto shall be required to provide to
the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant with a copy to the Master
Servicer) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Companion
Loan), to the extent a Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledge (other than
Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible
Officer, as the case may be or any lawyer in the in house legal department of such party), in EDGAR Compatible Format, or in such
other format as otherwise agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor)
and such party, the form and substance of the Additional Form 10-D Disclosure described on Schedule IV applicable to such
party, (ii) the parties listed on Schedule IV hereto shall include with such Additional Form 10-D Disclosure, an Additional
Disclosure Notification in the form attached hereto as Exhibit CC and (iii) the Certificate Administrator shall,
at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor to the extent that the Certificate Administrator
is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from
the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D; provided
that if the Certificate Administrator does not receive a response from the Depositor by such time the Depositor will be deemed
to have consented to the inclusion of such Additional Form 10-D Disclosure. Other than to the extent provided for in clause (iii)
above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed
on Schedule IV of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed and any expenses incurred
by the Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
paragraph.


 






    -470-


     

    

 


After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to
the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the
filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any
changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative
of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D,
upon signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on
the 15th calendar day after the related Distribution Date or (ii) if agreed to prior to the time set forth in clause (i)
above, such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the
filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate
Administrator shall follow the procedures set forth in Section 10.10(b). After filing with the Commission, the Certificate
Administrator shall, pursuant to Section 4.02(b), make available on the Certificate Administrator’s website
a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 10.06 related to the timely preparation
and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing
all applicable deadlines in the performance of their duties under this Section 10.06. The Certificate Administrator shall
have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file
such Form 10-D where such failure results from the Certificate Administrator’s inability or failure to receive on a timely
basis any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting
from its own negligence, bad faith or willful misconduct.


 


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.” The Depositor shall notify the Certificate Administrator in writing via email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date during any year in which the Trust is required to file
a Form 10-D if the answer to the questions should be “no”; provided that if the failure of the Depositor to
have filed such required reports arises in connection with the securitization contemplated by this Agreement, then the Certificate
Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to
be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further,
that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator
that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further
notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely
on such notifications in preparing, executing and/or filing any Form 10-D.


 






    -471-


     

    




 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form 10-D for each reporting period: Name: Lainie Kaye, Telephone: (212) 504-6678. The Certificate Administrator may
rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
11.01(b), the Certificate Administrator shall include such Asset Review Report Summary under Item 1B on the Form 10-D for
such reporting period in which the Asset Review Report Summary was received by the Certificate Administrator.


 


To
the extent the Certificate Administrator receives a Communication Request from any Certificateholder or Certificate Owner to communicate
with other Certificateholders or Certificate Owners pursuant to Section 5.05, the Certificate Administrator shall include
under Item 1B on the Form 10-D relating to the reporting period in which such request was received a Special Notice regarding
the request to communicate, and such Special Notice is required to include the following and no more than the following: (a) the
name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a statement
to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate
Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise
of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to
contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially the
following form shall be deemed to satisfy the requirements in the preceding sentence:


 


On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates
(the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].


 


Section 10.07   
Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may
be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for
the Trust ends on December 31st of each year), commencing with fiscal year 2016, the Certificate Administrator shall prepare
and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall
include the following items, in each case to the extent they have been


 






    -472-


     

    

 


delivered
to the Certificate Administrator within the applicable time frames set forth in this Agreement:


 


(i)           an
annual compliance statement for each applicable Certifying Servicer, as described under Section 10.11;


 


(ii)          (A) the
annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under
Section 10.12, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria
described under Section 10.12 identifies any material instance of noncompliance, disclosure identifying such instance
of noncompliance (including whether such instance of noncompliance involved the servicing of the assets backing the Certificates
issued pursuant to this Agreement and any steps taken to remedy such instance of noncompliance), or if any Reporting Servicer’s
report on assessment of compliance with servicing criteria described under Section 10.12 is not included as an exhibit
to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included;


 


(iii)         (A) the
registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.13,
and (B) if any registered public accounting firm attestation report described under Section 10.13 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public
accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation as to why such report is not included; and


 


(iv)         a
Sarbanes-Oxley Certification as described in Section 10.08.


 


Any
disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Schedule
V hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee related to any Other
Securitization that includes a Serviced Companion Loan) and approved by the Depositor (and such Other Depositor), and the Certificate
Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional
Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule
V) absent such reporting and approval.


 


Not
later than 10 Business Days after the end of each fiscal year for which the Trust (or any Other Securitization that includes a
Serviced Companion Loan) is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Certificate Administrator and the Trustee shall provide the other parties to this Agreement
and the Mortgage Loan Sellers (and the parties to any Other Pooling and Servicing Agreement with respect to any Other Securitization
that includes such Serviced Companion Loan) with written notice of the name and address of each Servicing Function Participant
retained by such party. Not later than the end of each year for which the Trust is required to file a Form 10-K, (i) the
Certificate Administrator shall upon request provide to each Mortgage Loan Seller, Other Depositor and Other Trustee written notice
of any change in the


 






    -473-


     

    

 


identity
of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicer
or the Special Servicer, as applicable, shall provide to each related Mortgage Loan Seller, Other Depositor and Other Trustee
written notice of any change in the identity of any Sub-Servicer that is a Servicing Function Participant or an Additional Servicer
engaged by the Master Servicer or the Special Servicer, as applicable, including the name and address of any new Sub-Servicer
that is a Servicing Function Participant or an Additional Servicer.


 


With
respect to any Other Securitization that includes a Serviced Companion Loan, not later than the end of each year for which the
Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide
to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party
to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicer or the
Special Servicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity
of any Sub-Servicer that is a Servicing Function Participant or an Additional Servicer engaged by the Master Servicer or the Special
Servicer for the servicing of such Serviced Whole Loan, as applicable, including the name and address of any new Sub-Servicer
that is a Servicing Function Participant or an Additional Servicer.


 


For
so long as the Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements
of the Exchange Act, by March 1st, commencing in March 2017 (i) the parties listed on Schedule V hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant
with a copy to the Master Servicer) (and to any Other Depositor or Other Trustee related to any Other Securitization that includes
a Serviced Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual
knowledge (other than with respect to Items 1117 and 1119 of Regulation AB as to such party which shall be reported if actually
known by any Servicing Officer or any lawyer in the in house legal department of such party), in EDGAR Compatible Format (to the
extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator
and the Depositor (or such Other Trustee and Other Depositor) and such party, the form and substance of the Additional Form 10-K
Disclosure described on Schedule V applicable to such party, (ii) the parties listed on Schedule V hereto shall
include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit CC
and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice
to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it
has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than March 10th, the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure
on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such time
the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent
provided for in clause (iii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Schedule V of their duties under this paragraph or proactively solicit or procure
from such parties any Additional Form 10-K Disclosure information. The Depositor will be


 






    -474-


     

    

 


responsible
for any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


After
preparing the Form 10-K, on or prior to the 6th Business Day prior to the 10-K Filing Deadline, the Certificate Administrator
shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after
receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approved of such Form 10-K. No later than 5:00 p.m., New York City
time, on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature
thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 10-K Filing
Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission
for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the
procedures set forth in Section 10.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant
to Section 4.02(b), make available on its internet website a final executed copy of each Form 10-K prepared and filed
by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 10.07 related to the timely preparation and filing of Form 10-K is contingent upon
such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance
of their duties under this Article X. The Certificate Administrator shall have no liability with respect to any failure
to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive
from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting
from its own negligence, bad faith or willful misconduct.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.” The Depositor shall notify the Certificate Administrator in writing via email to cts.sec.notifications@wellsfargo.com,
no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer
to the questions should be “no”; provided that if the failure of the Depositor to have filed such required
reports arises in connection with the securitization contemplated by this Agreement, then the Certificate Administrator shall
be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed
by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection
with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such
notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice
from the Depositor shall be required during such specified


 






    -475-


     

    

 


period.
The Certificate Administrator shall be entitled to rely on such notifications in preparing, executing and/or filing any Form 10-K.


 


Section 10.08   
Sarbanes-Oxley Certification. Each Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”),
as set forth in Exhibit W attached hereto, required to be included therewith pursuant to the Sarbanes-Oxley Act. Each
Reporting Servicer shall, and each Reporting Servicer shall use commercially reasonable efforts to cause each Servicing Function
Participant (other than (x) any party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has
entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan), to provide
to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a Serviced Companion
Loan (each such Person, a “Certifying Person”), by March 1st of each year (commencing in 2017) in which
the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that
includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance
Certification”), in the form attached hereto as Exhibit O, Exhibit P, Exhibit Q,
Exhibit R, Exhibit T, Exhibit U or Exhibit V, as applicable, upon which each Certifying Person,
the entity for which such Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively
with the Certifying Persons, “Certification Parties”) can reasonably rely. The senior officer in charge of
securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor
can be contacted at Deutsche Mortgage & Asset Receiving Corporation at 60 Wall Street, New York, New York 10005, Attention:
Lainie Kaye, with a copy to Salvatore Palazzolo, Esq. If any Reporting Servicer is terminated or resigns pursuant to the terms
of this Agreement, or any applicable Sub-Servicing Agreement, such Reporting Servicer shall provide a Performance Certification
to each Certifying Person pursuant to this Section 10.08 with respect to the period of time it was subject to this
Agreement or the applicable Sub-Servicing Agreement. Notwithstanding the foregoing, the Trustee shall not be required to deliver
a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it.


 


Notwithstanding
the foregoing, nothing in this Section 10.08 shall require any Reporting Servicer (i) to certify or verify the
accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer,
Additional Servicer or any other third party retained by it that is not a Sub-Servicer listed on Exhibit X or a Sub-Servicer
appointed pursuant to Section 3.01(c)), (ii) to certify information other than to such Reporting Servicer’s
knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness
of information and reports, to certify anything other than that all fields of information called for in written reports prepared
by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Each
Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual
compliance statement provided pursuant to Section 10.11, (ii) annual report on assessment of compliance with
servicing criteria provided pursuant to Section 10.12 and (iii) registered public accounting firm attestation
report provided pursuant to Section 10.13.


 






    -476-


     

    


 


For so long as the Trust is subject
to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under an Other Pooling
and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure a Sarbanes-Oxley back-up
certification from the Non-Serviced Mortgage Loan Service Providers, in form and substance similar to a Performance Certification
or to the form, if any, provided in the Other Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the
Certificate Administrator and the Depositor any such Sarbanes-Oxley back-up certification received by the Master Servicer.


 


Section 10.09     Form 8-K
Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure (the “8-K Filing Deadline”)
under Form 8-K (each a “Reportable Event”), to the extent it receives the Form 8-K Disclosure Information described
below, the Certificate Administrator shall, at the direction of the Depositor, prepare and file on behalf of the Trust any Form
8-K, as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided that the
Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related
to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”)
shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Schedule VI to which such Reportable
Event relates and such Form 8-K Disclosure Information shall be delivered to the Depositor and the Certificate Administrator (and
to any Other Depositor and Other Trustee related to any Other Securitization that includes a Serviced Companion Loan) in EDGAR
Compatible Format and approved by the Depositor. The Certificate Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information (other than such Form 8-K Disclosure Information which is
to be reported by it as set forth on Schedule VI) absent such reporting and approval.


 


For so long as the Trust (or
any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements of the Exchange Act,
the parties listed on Schedule VI hereto shall, to the extent a Servicing Officer or a Responsible Officer, as the case
may be, thereof has actual knowledge, use their commercially reasonable efforts to provide to the Depositor and the Certificate
Administrator (and to any Other Depositor and Other Trustee related to any Other Securitization that includes a Serviced Companion
Loan) within 1 Business Day after the occurrence of the Reportable Event, but shall provide in no event later than the end of business
(New York City time) on the 2nd Business Day after the occurrence of the Reportable Event, the form and substance of the Form 8-K
Disclosure Information described on Schedule VI as applicable to such party, in EDGAR Compatible Format, or in such other
format as otherwise agreed to in advance by the Certificate Administrator and the Depositor (and such Other Trustee and Other Depositor)
and such party and accompanied by an Additional Disclosure Notification in the form attached hereto as Exhibit CC. The Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information
on Form 8-K by the end of business on the 2nd Business Day after the Reportable Event; provided that if the Certificate
Administrator does not receive a response from the Depositor by such time as required under this Agreement the Depositor will be
deemed to have consented to such Form 8-K Disclosure Information. The Certificate Administrator has no duty under this Agreement
to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively
solicit or procure from such


 






    -477-


     

    

 


parties any Form 8-K Disclosure Information; provided that to the extent that the Certificate
Administrator is notified of such Reportable Event and it does not receive the necessary Form 8-K Disclosure Information, it shall
notify the Depositor that it has not received such information and, provided, further, that the limitation on liability
provided by this sentence shall not be applicable if the Reportable Event relates to the Certificate Administrator or any party
that the Certificate Administrator has engaged to perform its obligations under this Agreement. The Depositor will be responsible
for any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Form
8-K Disclosure Information on Form 8-K pursuant to this paragraph.


 


After preparing the Form 8-K,
the Certificate Administrator shall, no later than the end of the Business Day (New York City time) on the 3rd Business Day after
the Reportable Event, forward electronically a copy of the Form 8-K to the Depositor for review and approval and the Depositor
shall promptly notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to the Form
8-K. No later than noon on the 4th Business Day (New York City time) after the Reportable Event, a duly authorized representative
of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 8-K,
upon signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 4th Business
Day following the reportable event or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is
permitted by the Commission for the filing such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K
needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.10(b). After filing
with the Commission, the Certificate Administrator will, pursuant to Section 4.02(b), make available on its internet website
a final executed copy of each Form 8-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 10.09 related to the timely preparation
and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under
this Section 10.09. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure
results from the Certificate Administrator’s inability or failure to receive approved Form 8-K Disclosure Information within
the applicable timeframes set forth in this Section 10.09 and not resulting from the Certificate Administrator’s own
negligence, bad faith or willful misconduct (provided that to the extent that the Certificate Administrator is notified of such
Reportable Event and it does not receive the necessary Form 8–K Disclosure Information, it will notify the Depositor that
it has not received such information and further provided that the limitation on liability provided by this sentence shall
not be applicable if the Reportable Event relates to the Certificate Administrator or any party that the Certificate Administrator
has engaged to perform its obligations under this Agreement).


 


In addition to the foregoing,
as to any resignation, removal, succession, merger or consolidation of the Master Servicer or the Special Servicer that would constitute
a Reportable Event, upon at least 4 Business Days prior notice of the anticipated effective date of such event, the Certificate
Administrator and the Depositor shall cooperate in a timely manner with the Master Servicer, the Special Servicer or any other
Person pursuing such resignation, removal,


 






    -478-


     

    

 


succession, merger or consolidation, as applicable, in connection with the Depositor’s
or the Certificate Administrator’s obligation to file any related required Form 8-K relating to this Trust on the anticipated
effective date of such event.


 


For so long as the Trust is subject
to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under an Other Pooling
and Servicing Agreement, no resignation, removal or replacement of any party to such Other Pooling and Servicing Agreement that
would be required to be reported on a Form 8-K relating to this Trust shall become effective until the Certificate Administrator
shall have filed any required Form 8-K pursuant to this Section 10.09.


 


Section 10.10     Suspension
of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports. (a) If at any time
the Trust is permitted to suspend its reporting obligations under the Exchange Act, on or before January 30 of the first year
in which the Certificate Administrator is able to do so under applicable law, the Depositor shall direct the Certificate Administrator
to prepare and file any form necessary to be filed with the Commission to suspend such reporting obligations. With respect to
any reporting period occurring after the filing of such form, except with respect to the Other Securitizations, the obligations
of the parties to this Agreement under Section 10.01, Section 10.03, Section 10.06, Section 10.07,
Section 10.08 and Section 10.09 with respect to the Trust shall be suspended. The Certificate Administrator shall
provide prompt notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset
Representations Reviewer and the Mortgage Loan Sellers that such form has been filed.


 


(b)          If
the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, Form 10-D
or Form 10-K required to be filed by this Agreement because required disclosure information either was not delivered to it or was
delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Certificate Administrator
shall promptly notify (which notice (which may be sent by fax or by email notwithstanding the provisions of Section 12.04)
shall include the identity of those Reporting Servicers who either did not deliver such information or delivered such information
to it after the delivery deadlines set forth in this Agreement) the Depositor and each Reporting Servicer that failed to make such
delivery. In the case of Form 10-D and Form 10-K, each such Reporting Servicer shall cooperate with the Depositor and the Certificate
Administrator to prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 of the
Exchange Act. In the case of Form 8-K, the Certificate Administrator shall, upon receipt of all required Form 8-K Disclosure Information
and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D that is required
to be filed on behalf of the Trust. In the event that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended,
the Certificate Administrator shall notify the Depositor and such other parties as needed and such parties shall cooperate to prepare
any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any Reporting Servicer receives notice from the applicable
parties to any Other Securitization that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended, such party
shall cooperate in preparation of any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 12b-25 or any amendment to Form
8-K, Form 10-D or Form 10-K shall be signed by the Depositor. The parties to this agreement acknowledge that the


 






    -479-


     

    

 


performance by
the Certificate Administrator of its duties under this Section 10.10 related to the timely preparation and filing of a Form
12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon the Master Servicer, the Special Servicer and the Depositor
performing their duties under this Section. The Certificate Administrator shall have no liability for any loss, expense, damage
or claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments
to Forms 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure
to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such
Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section 10.11     Annual
Compliance Statements. (a) The Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, any
Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated
by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall deliver (and the
Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator shall use commercially reasonable efforts
to cause each Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer
contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (other than any party to this Agreement) with which it has
entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan), to deliver)
to the Trustee, the Depositor, the Certificate Administrator, the Operating Advisor (in the case of the Special Servicer only),
each Other Trustee, each Other Depositor and the 17g-5 Information Provider (who shall promptly post such report to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) on or before March 1st of each year,
commencing in 2017, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s
activities during a reporting period consisting of the preceding calendar year or portion thereof and of such Certifying Servicer’s
performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional
Servicer, has been made under such officer’s supervision and (B) that, to the best of such officer’s knowledge, based
on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such reporting
period, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known
to such officer and the nature and status thereof.


 


(b)          With
respect to any Non-Serviced Mortgage Loan serviced under an Other Pooling and Servicing Agreement, the Certificate Administrator
shall use commercially reasonable efforts to procure an Officer’s Certificate as described in this Section from the Non-Serviced
Mortgage Loan Service Providers in form and substance similar to the Officer’s Certificate described in this Section.


 


(c)          Promptly
after receipt of each such Officer’s Certificate, the Depositor (and each Other Depositor for any Other Securitization that
includes a Serviced Companion Loan) shall have the right to review such Officer’s Certificate and, if applicable, consult
with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, in the fulfillment
of any of the Certifying Servicer’s obligations hereunder or under the


 






    -480-


     

    

 


applicable sub-servicing agreement. None of the Certifying
Servicers or any Additional Servicer or any Servicing Function Participant shall be required to deliver, or to endeavor to cause
the delivery of, any such Officer’s Certificate until April 15, in any given year so long as it has received written confirmation
from the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Companion Loan) that a Form 10-K
is not required to be filed in respect of the Trust (or, in the case of a Serviced Companion Loan, the related Other Securitization
that includes such Serviced Companion Loan) for the preceding calendar year. If any Certifying Servicer is terminated or resigns
pursuant to the terms of this Agreement or any applicable Sub-Servicing Agreement, as the case may be, such Certifying Servicer
shall provide the Officer’s Certificate pursuant to this Section 10.11 with respect to the period of time it was subject
to this Agreement or the applicable Sub-Servicing Agreement, as the case may be.


 


Section 10.12     Annual
Reports on Assessment of Compliance with Servicing Criteria. By March 1st of each year, commencing in March 2017, the Master
Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan),
the Certificate Administrator, the Custodian, the Trustee (only with respect to any period during which any Relevant Servicing
Criteria was applicable to it), the Operating Advisor and each Servicing Function Participant (each, a “Reporting Servicer”),
each at its own expense) shall furnish (and each Reporting Servicer, as applicable, shall use commercially reasonable efforts
to cause, by March 1st each Servicing Function Participant (other than a party to this Agreement), with which it has entered into
a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) to furnish, each at its
own expense, to the Trustee, the Certificate Administrator, the Depositor (and to the Other Depositor and Other Trustee for any
Other Securitization that includes a Serviced Companion Loan) and the 17g-5 Information Provider (who shall promptly post such
report to the 17g-5 Information Provider’s Website pursuant to Section 3.16(d) of this Agreement) in an EDGAR Compatible
Format, or in such other format as otherwise agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee
and Other Depositor, as applicable) a report on an assessment of compliance with the Relevant Servicing Criteria with respect
to commercial mortgage backed securities transactions taken as a whole involving such party that contains (A) a statement by such
Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such
Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered
by the Form 10-K required to be filed pursuant to Section 10.07, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D)
a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant
to this Section 10.12 shall be made available to any Privileged Person by the Certificate Administrator pursuant to Section 4.02(c) of this Agreement and to
any Rating Agency and NRSRO by the 17g-5 Information Provider pursuant to Section 3.16(d) of this Agreement.


 


No later than 10 Business Days
after the end of each fiscal year for the Trust (and for any Other Securitization that includes a Serviced Companion Loan) for
which a Form 10-K is required to be filed, the Master Servicer, the Special Servicer and the Operating Advisor shall


 






    -481-


     

    

 


each forward
to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee for any Other Securitization that
includes a Serviced Companion Loan) the name and contact information of each Servicing Function Participant engaged by it during
such year or portion thereof (except with respect to any Mortgage Loan Seller Sub-Servicer) and what Relevant Servicing Criteria
will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor and each Servicing Function
Participant submit their respective assessments by March 1st, as applicable, to the Certificate Administrator (and each Other Trustee),
each such party shall also at such time, if it has received the assessment (and attestation pursuant to Section 10.13) of
each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate
Administrator (and such Other Trustee).


 


Promptly after receipt of each
such report on assessment of compliance, (i) the Depositor (and any Other Depositor for any Other Securitization that includes
a Serviced Companion Loan) shall have the right to review each such report and, if applicable, consult with the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor and any Servicing Function
Participant as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Trustee or any Servicing Function
Participant, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually, address the Relevant
Servicing Criteria for each party as set forth on Schedule II and notify the Depositor (and each Other Depositor for an Other Securitization
that includes a Serviced Companion Loan) of any exceptions; provided that the Certificate Administrator shall not be responsible
for confirming whether any such party has certified to all the Relevant Servicing Criteria applicable to it. None of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor or any Servicing
Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in
any given year so long as it has received written confirmation from the Depositor (and the Other Depositor for any Other Securitization
that includes a Serviced Companion Loan) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case
of a Serviced Companion Loan, the related Other Securitization that includes such Serviced Companion Loan) for the preceding calendar
year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing
Agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 10.12
with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement, as the case may
be.


 


The parties hereto acknowledge
that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant
to this Section 10.12 by the Master Servicer or the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’
obligations or a Servicer Termination Event or Operating Advisor Termination Event, as applicable, under this Agreement unless
otherwise provided for in this Agreement.


 






    -482-


     

    

 


For so long as the Trust is subject
to the reporting requirements of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under an Other Pooling
and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure an annual report on
assessment of compliance as described in this Section and an attestation as described in Section 10.13 from the Non-Serviced
Mortgage Loan Service Providers in form and substance similar to the annual report on assessment of compliance described in this
Section (or in such Other Pooling and Servicing Agreement, as the case may be) and the attestation described in Section 10.13.
The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such assessment of compliance
received by the Master Servicer. Until such time as the Certificate Administrator receives notice that the Non-Serviced Mortgage
Loan Service Providers no longer have a continuing obligation under the Other Pooling and Servicing Agreement related to an Other
Securitization that includes the related Non-Serviced Companion Loan to provide to the Trust an annual report on assessment of
compliance as described in this Section and an attestation as described in Section 10.13 for any year that the Trust formed
under this Agreement is not subject to the reporting requirements of the Exchange Act, the Certificate Administrator shall notify
the Non-Serviced Mortgage Loan Service Providers if such parties fail to deliver to the Certificate Administrator such assessment
of compliance and attestation within the time frame required by such Other Pooling and Servicing Agreement.


 


Section
10.13     Annual Independent Public Accountants’ Servicing Report. By March 1st,
of each year, commencing in March 2017, each Reporting Servicer, each at its own expense, shall cause, and each Reporting
Servicer, as applicable, shall use commercially reasonable efforts to cause each Servicing Function Participant (other than
(x) a party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing
relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan), each at such Servicing Function
Participant’s own expense, a registered public accounting firm (which may also render other services to the Master
Servicer, the Special Servicer, the Operating Advisor and such Servicing Function Participant, as the case may be) and that
is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate
Administrator, the Depositor (and to any Other Depositor and Other Trustee for any Other Securitization that includes a
Serviced Companion Loan), the Operating Advisor (in the case of the Special Servicer only) and the 17g-5 Information
Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to Section 3.16(d)
of this Agreement) to the effect that (i) it has obtained a representation regarding certain matters from the management of
such Reporting Servicer, which includes an assessment from such Reporting Servicer of its compliance with the Relevant
Servicing Criteria in all material respects, and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such
Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it
cannot express an overall opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria. If an overall opinion cannot be expressed, such registered public accounting firm shall state in such
report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted
use language. Notwithstanding the foregoing, the Trustee shall not be required to deliver an annual independent public
accountants’ servicing report with respect to any period during which there was no Relevant Servicing Criteria
applicable to it.


 






    -483-


     

    

 


Promptly after receipt of such
report from each Reporting Servicer, (i) the Depositor (and any Other Depositor related to an Other Securitization that includes
a Serviced Companion Loan) shall have the right to review the report and, if applicable, consult with the related Reporting Servicer
as to the nature of any material instance of noncompliance by such Reporting Servicer with the Servicing Criteria applicable to
such person, as the case may be, in the fulfillment of any of such Reporting Servicer’s obligations hereunder or under any
applicable sub-servicing agreement or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each
assessment submitted pursuant to Section 10.12 is coupled with an attestation meeting the requirements of this Section and
notify the Depositor (and any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan) of any
exceptions; provided, that the Certificate Administrator shall not be responsible for confirming whether any particular
Reporting Servicer has certified to all of the Relevant Servicing Criteria applicable to it. No Reporting Servicer shall be required
to deliver, or to endeavor to cause the delivery of, such reports until April 15 in any given year so long as it has received written
confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of a Serviced
Companion Loan, the related Other Securitization that includes such Serviced Companion Loan) for the preceding calendar year. If
any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement
or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the report pursuant to this Section
10.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary
servicing agreement, as the case may be.


 


Section 10.14     Exchange
Act Reporting Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian (if not the Certificate Administrator), the Certificate Administrator and the Trustee shall indemnify
and hold harmless each Certification Party, the Depositor (and any Other Depositor related to an Other Securitization that includes
a Serviced Companion Loan), their respective directors and officers, and each other person who controls any such entity within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses,
claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts
paid in settlement of any claim or litigation arising out of (i) the failure to perform its obligations to the Depositor (or any
Other Depositor related to an Other Securitization that includes a Serviced Companion Loan) or Certificate Administrator (or any
Other Trustee related to an Other Securitization that includes a Serviced Companion Loan) under this Article X by the time
required, (ii) any untrue statement or alleged untrue statement of a material fact contained in any information (x) regarding
such party or any Servicing Function Participant, Additional Servicer or subcontractor engaged by it (other than any Mortgage
Loan Seller Sub-Servicer), (y) prepared by any such party described in clause (x) or any registered public accounting firm, attorney
or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party in connection
with the performance of such party’s obligations described in this Article X, or the omission or alleged omission
to state in any such information a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, that the applicable party shall be entitled to participate in any action
arising out of the foregoing and the Depositor shall consult with such party with respect to any litigation or audit strategy,
as applicable, in connection with the foregoing and any potential settlement terms related thereto,


 






    -484-


     

    

 


(iii) the failure of any Servicing
Function Participant or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations
to the Depositor (or any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan) or Certificate
Administrator (or any Other Trustee related to an Other Securitization that includes a Serviced Companion Loan) under this Article
X by the time required or (iv) any Deficient Exchange Act Deliverable.


 


In addition, each of the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator
and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate
under the applicable Sub-Servicing Agreement) with the Depositor (and each Other Depositor) as necessary for the Depositor (and
such Other Depositor) to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance
disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act,
the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In connection with comments provided
to the Depositor or any Other Depositor from the Commission regarding information (x) delivered by the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee,
a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y)
regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such party to prepare such information, which information is contained in a report filed
by the Depositor or such Other Depositor, as applicable, under the Reporting Requirements and which comments are received subsequent
to the Depositor’s or such Other Depositor’s, as applicable, filing of such report, the Depositor shall (or such Other
Depositor may) promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party.
Upon receipt of such comments, such Affected Reporting Party shall be responsible for timely preparing a written response to the
Commission for inclusion in the Depositor’s or such Other Depositor’s, as applicable, response to the Commission, unless
such Affected Reporting Party elects, with the consent of the Depositor or such Other Depositor, as applicable (which consent shall
not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution
with the Commission; provided, however, if an Affected Reporting Party is a Servicing Function Participant or Additional
Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this
Section 10.14. If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating
such response and/or resolution with the Commission in a timely manner; provided, that (i) such Affected Reporting Party
shall use reasonable efforts to keep the Depositor or such Other Depositor, as applicable, informed of its progress with the Commission
and copy the Depositor or such Other Depositor, as applicable, on all correspondence with the Commission and provide the Depositor
or such Other Depositor, as applicable, with the opportunity to participate (at the Depositor’s or such Other Depositor’s
expense, as applicable) in any telephone conferences and meetings with the Commission and (ii) the Depositor or such Other Depositor,
as applicable, shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives
to respond to and negotiate


 






    -485-


     

    

 


directly with the Commission with respect to any comments from the Commission relating to such Affected
Reporting Party and to notify the Commission of such authorization. The Depositor (or such Other Depositor, as applicable) and
the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred
by the Depositor or such Other Depositor, as applicable (including reasonable legal fees and expenses of outside counsel to the
Depositor or such Other Depositor, as applicable), in connection with the foregoing (other than those costs and expenses required
to be at the Depositor’s or such Other Depositor’s expense, as applicable and as set forth above) and any amendments
to any reports filed with the Commission related thereto shall be promptly paid by the applicable Affected Reporting Party upon
receipt of an itemized invoice from the Depositor or such Other Depositor, as applicable. Each of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee
shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained by it to
comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


The Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee shall use commercially
reasonable efforts to cause each Servicing Function Participant (other than any party to this Agreement) with which it has entered
into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) to indemnify and hold
harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) a breach of its
obligations to provide any of the annual compliance statements or annual assessment of servicing criteria or attestation reports
pursuant to this Agreement, or the applicable Sub-Servicing Agreement, as applicable or (ii) any Deficient Exchange Act Deliverable.


 


If the indemnification provided
for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, each Additional Servicer
or other Servicing Function Participant (the “Performing Party”) shall, and the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee shall use commercially
reasonable efforts to cause each Servicing Function Participant with which it has entered into a servicing relationship (other
than a party to this Agreement) with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) to contribute to the
amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification
Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this Article X. The
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
and the Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant (other than any party to
this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) to agree to the foregoing indemnification and contribution obligations.


 






    -486-


     

    

 


Promptly after receipt by an
indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party hereunder, notify in writing the indemnifying party of the commencement thereof; but the
omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party
under this Agreement except to the extent that such omission to notify materially prejudices the indemnifying party. In case any
such action is brought against any indemnified party, after the indemnifying party has been notified of the commencement of such
action, such indemnifying party shall be entitled to participate therein (at its own expense) and, to the extent that it may wish,
shall be entitled to assume the defense thereof (jointly with any other indemnifying party similarly notified) with counsel reasonably
satisfactory to such indemnified party (which approval shall not be unreasonably withheld or delayed), and after notice from the
indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not
be liable to such indemnified party for any expenses subsequently incurred in connection with the defense thereof other than reasonable
costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded
parties and, in the case of an investigation by the Commission, any parties that are, or whose reporting materials are, the subject
of such investigation) include both the indemnifying party and the indemnified party and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party
fails within a reasonable period of time to designate counsel that is reasonably satisfactory to the indemnified party (which approval
shall not be unreasonably withheld or delayed). In no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) in any one jurisdiction separate from their own counsel for all indemnified
parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the
same general allegations or circumstances. An indemnifying party shall not be liable for any settlement of any proceeding effected
without its written consent. However, if settled with such consent, the indemnifying party shall indemnify the indemnified party
from and against any loss or liability by reason of such settlement to the extent that the indemnifying party is otherwise required
to do so under this Agreement. If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such
proceeding with the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed) or, if such
settlement (i) provides for an unconditional release of the indemnified party in connection with all matters relating to the proceeding
that have been asserted against the indemnified party in such proceeding by the other parties to such settlement and (ii) does
not require an admission of fault by the indemnified party, without the consent of the indemnified party.


 


Section 10.15     Amendments. This
Article X may be amended by the written consent of all the parties hereto pursuant to Section 12.07 for purposes
of complying with Regulation AB without, in each case, any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.


 






    -487-


     

    

 


Section 10.16     Exchange
Act Report Signatures; Delivery of Notices. (a) Each Form 8-K report, Form 10-D report and Form 10-K report shall be
signed by the Depositor in accordance with procedures to be agreed upon by the Depositor and the Certificate Administrator. The
signing party at the Depositor can be contacted at Deutsche Mortgage & Asset Receiving Corporation at 60 Wall Street, New
York, New York 10005, Attention: Lainie Kaye, with a copy to Salvatore Palazzolo.


 


(b)          Notwithstanding
anything in Section 12.04 to the contrary, any notice required to be delivered to (i) the Depositor under this Article
X shall be properly given if sent by facsimile to (212) 797-4487, Attention: Lainie Kaye, with a copy to (212) 839-5599, Attention:
Anna H. Glick (or such other number as the Depositor may instruct) and/or by email to Lainie.kaye@db.com, with a copy to
anna.glick@cwt.com (or such other email address as the Depositor may instruct) and (ii) to the Certificate Administrator
under this Article X shall be properly given if sent by facsimile to (410) 884-2380, Attention: Core Services, or such other
number as the Certificate Administrator may instruct and with a copy by email to cts.sec.notifications@wellsfargo.com (or
such other email address as the Certificate Administrator may instruct).


 


(c)          For
the avoidance of doubt:


 


(i)          Neither
Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant to the second
clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination Event,”
as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided
for in such second clause; provided, that if any such party fails to comply with the requirements of this Article X
by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event with respect to such
party;


 


(ii)         Neither
Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant to the last
clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination Event,”
as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item
required under this Article X by the time required hereunder with respect to any reporting period for which the Trust and
each Other Securitization is not required to file Exchange Act reports.


 


(d)          If
the Certificate Administrator or the Depositor does not receive the Annual Assessment Report and/or the Annual Attestation Report
with respect to any Servicing Function Participant, or with respect to any Servicing Function Participant retained or engaged by
a party hereto that is actually known by a Responsible Officer of the Certificate Administrator or the Depositor, as the case may
be, by March 1st of any year during which an Annual Report on Form 10-K is required to be filed with the Commission with respect
to the Trust, then the Certificate Administrator shall, and the Depositor may, forward a Servicer Notice to such Servicing Function
Participant or the party hereto that retained or engaged such Sub-Servicing Function Participant, as the case may be, with a copy
of such Servicer Notice to the Depositor (if the Certificate Administrator is sending the Servicer Notice) or the Certificate Administrator
(if the Depositor is sending the Servicer Notice), as applicable, within two (2) Business Days of


 






    -488-


     

    

 


such failure. For the purposes
of this Article X and Section 7.01 of this Agreement, a “Servicer Notice” shall constitute either any
writing forwarded to such party or, in the case of the Master Servicer and the Special Servicer, notwithstanding the provisions
of Section 12.05, e-mail notice or fax notice which, in the case of an email transmission, shall be forwarded to all of
the following e-mail addresses for the applicable party: in the case of the Master Servicer and the Special Servicer, to the applicable
email address as provided in writing by the Master Servicer or the Special Servicer, as applicable, upon request, or such other
e-mail addresses as are provided in writing by the Master Servicer or the Special Servicer, as applicable, to the Certificate Administrator
and the Depositor (but any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such
notice to be delivered to the Master Servicer to no more than three e-mail addresses in the aggregate in order to fulfill its notification
requirements as set forth in the preceding sentence and/or under the provisions of Section 7.01. Notwithstanding anything
herein to the contrary, the forwarding of a Servicer Notice shall not relieve any Master Servicer or the Special Servicer of any
liability under Section 7.01(a)(viii) or Section 7.01(b)(viii), respectively, for the failure of any Servicing Function
Participant or Sub-Servicing Entity to deliver any Exchange Act reporting items pursuant to this Article X.


 


Section 10.17     Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor
may direct the Trustee to, and the Trustee shall upon such direction, terminate the Certificate Administrator upon five Business
Days’ notice if the Certificate Administrator fails to comply with any of its obligations under this Article X; provided
that (a) such termination shall not be effective until a successor certificate administrator shall have accepted the appointment,
(b) the Certificate Administrator may not be terminated if it cannot perform its obligations due to its failure to properly prepare
or file on a timely basis any Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 where such failure
results from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in
this Agreement any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution
or file any such Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any form 12b-25 not resulting from its own
negligence, bad faith or willful misconduct, (c) the Certificate Administrator may not be terminated if, following the Certificate
Administrator’s failure to comply with any of such obligations under Section 10.06, Section 10.07, Section
10.09, Section 10.11, Section 10.12 or Section 10.13 on or prior to the dates by which such obligations
are to be performed pursuant to, and as set forth in, such Sections the Certificate Administrator subsequently complies with such
obligations before the Depositor gives written notice to it that it is terminated in accordance with this Section 10.17
and (d) the Certificate Administrator may not be terminated if the Certificate Administrator’s failure to comply does not
cause it to fail in its obligations to timely file the related Form 8-K, Form 10-D or Form 10-K, as the case may be, by the related
deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate
Administrator under this Section 10.17 on the date on which such Form 8-K, Form 10-D or Form 10-K is so filed.


 






    -489-


     

    

 


Article
XI


 


THE
ASSET REPRESENTATIONS REVIEWER


 


Section 11.01   Asset
Review.


 


(a)          On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report or the CREFC®
Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If
an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to the Asset
Representations Reviewer, the Master Servicer, the Special Servicer, the Directing Holder and all Certificateholders and each other
party to this Agreement. Any notice required to be delivered to the Certificateholders pursuant to this Article XI shall
be delivered by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website, by mailing
such notice to their addresses appearing in the Certificate Register in the case of Individual Certificates and by delivering such
notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D
relating to the reporting period in which the Asset Review Trigger occurred the following date a statement describing the events
that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following mortgage loans identified
below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”
On each Distribution Date after providing such notice to Certificateholders, the Certificate Administrator, based on information
provided to it by the Master Servicer or the Special Servicer, shall determine whether (1) any additional Mortgage Loan has become
a Delinquent Mortgage Loan, (2) any Mortgage Loan has ceased to be a Delinquent Mortgage Loan and (3) an Asset Review Trigger has
ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2)
or (3), deliver such information in a written notice (which may be via email) substantially in the form attached hereto
as Exhibit LL within 2 Business Days to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Directing Holder.


 


If Certificateholders evidencing
not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the filing
of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset
Review (such written direction, the “Asset Review Vote Election”), then upon receipt of the Asset Review Vote
Election, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and
to all Certificateholders and to conduct a solicitation of votes to authorize an Asset Review. Upon the affirmative vote to authorize
an Asset Review by a majority of Holders of Certificates that constitute an Asset Review Quorum within 150 days of receipt of the
Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly
provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder,
each Risk Retention Consultation Party and the Certificateholders. In the event an Affirmative Asset Review Vote has not occurred
within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or
cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Mortgage Loan
unless and until (A) an additional Mortgage Loan has become a


 






    -490-


     

    

 


Delinquent Mortgage Loan after the expiration of such 150-day period,
(B) an additional Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator has
timely received any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence
and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause
(C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder
may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the
foregoing through an agent.


 


(b)          (i)
Upon receipt of such notice of an Affirmative Asset Review Vote (the “Asset Review Notice”), the Custodian (with
respect to clauses (1) – (5) for Performing Loans), the Master Servicer (with respect to clause (6)
for Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans), in each case to the extent in such party’s
possession, will be required to promptly, but in no event later than 10 Business Days (except with respect to clause (6))
after receipt of such notice from the Certificate Administrator, provide the following materials to the asset representations reviewer
(collectively, with the Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and
a copy of this Agreement, the “Review Materials”):


 


(1)          a
copy of an assignment of the Mortgage in favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage
Loan), with evidence of recording thereon, for each Delinquent Mortgage Loan that is subject to an Asset Review;


 


(2)          a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan), with evidence of recording thereon, related
to each Delinquent Mortgage Loan that is subject to an Asset Review;


 


(3)          a
copy of the assignment of all unrecorded documents relating to each Delinquent Mortgage Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


 


(4)          a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Mortgage Loan that is subject to an Asset Review;


 


(5)          a
copy of an assignment in favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan) of any
financing statement executed and filed in the relevant jurisdiction related to each Delinquent Mortgage Loan that is subject to
an Asset Review; and


 


(6)          any
other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are necessary
in connection with the Asset Representations Reviewer’s completion of any Asset Review and that are


 






    -491-


     

    

 


that are reasonably requested
by the Asset Representations Reviewer in the time frame and as otherwise described below.


 


(ii)           If,
as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that it is missing any documents
that are required to be a part of the Review Materials for such Mortgage Loan or which were entered into or delivered in connection
with the origination of such Mortgage Loan, in each case that are necessary in connection with its completion of any such Asset
Review, then the Asset Representations Reviewer shall promptly, but in no event later than 10 Business Days after receipt of the
Review Materials identified in clauses (1) through (5) above, notify (in writing) the Master Servicer (with respect
to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents,
and request (in writing) the Master Servicer or the Special Servicer, as applicable, promptly, but in no event later than 10 Business
Days after receipt of such notification from the Asset Representations Reviewer, to deliver to the Asset Representations Reviewer
such missing documents to the extent in its possession; provided that any such notification and/or request shall be in writing,
specifically identify the documents being requested and sent to the notice address for the related party set forth in Section
12.05 of this Agreement. In the event any such missing documents are not provided by the Master Servicer or Special Servicer,
as applicable, within such 10 Business Day period, the Asset Representations Reviewer shall request such documents from the related
Mortgage Loan Seller. The Mortgage Loan Seller will be required under the related Mortgage Loan Purchase Agreement to deliver such
additional documents only to the extent in the possession of such Mortgage Loan Seller; provided that the Mortgage Loan
Seller shall not be required to deliver information that is proprietary to the related Originator or Mortgage Loan Seller or any
draft documents or privileged or internal communications.


 


(iii)          The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the related Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in each case in accordance with the Asset Review Standard to be relevant to the Asset Review conducted pursuant to this
Section 11.01 hereof (such information, “Unsolicited Information”).


 


(iv)          Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File posted to the Secure
Data Room with respect to a Delinquent Mortgage Loan, the Asset Representations Reviewer, as an independent contractor, shall commence
a review of the compliance of each Delinquent Mortgage Loan with the representations and warranties related to that Delinquent
Mortgage Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit JJ hereto (such review,
the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation
and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Mortgage Loan in accordance with the procedures
set forth on Exhibit JJ (each such procedure, a “Test”).


 






    -492-


     

    

 


(v)           The
Asset Representations Reviewer will not be permitted to review any information other than (x) the Review Materials, or (y) Unsolicited
Information.


 


(vi)          The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)         If
the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation
is not delivered to the Asset Representations Reviewer by the applicable Mortgage Loan Seller, the Master Servicer (with respect
to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans) within 10 days of the written request by
the Asset Representations Reviewer, then the Asset Representations Reviewer shall list such missing documents in its preliminary
report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary
to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents shall be deemed
to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer or
the Special Servicer, as applicable, and to the related Mortgage Loan Seller no later than 60 days after the date on which access
to the Diligence Files in the Secure Data Room is made available to the Asset Representations Reviewer by the Certificate Administrator.
If the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related
Mortgage Loan Seller shall have 90 days (the “Cure/Contest Period”) to remedy or otherwise refute the failure.
Any documents provided or explanations given to support a conclusion that the representation and warranty has not failed a Test
or that any missing documents in the Review Materials are not required to complete a Test shall be promptly delivered by the related
Mortgage Loan Seller to the Asset Representations Reviewer.


 


(viii)       The
Asset Representations Reviewer shall, within the later of (x) 60 days after the date on which access to the Diligence Files in
the Secure Data Room is made available to the Asset Representations Reviewer by the Certificate Administrator or (y) 10 days after
the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Mortgage Loan and deliver (i)
a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement and the applicable Mortgage Loan Seller for each Delinquent Mortgage Loan and the Directing Holder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer.
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional 30 days,
upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer
determines pursuant to the Asset Review Standard that


 






    -493-


     

    

 


such additional time is required due to the characteristics of the Mortgage
Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether
any Test failure constitutes a Material Breach or Material Defect, or whether the Trust should enforce any rights it may have against
the applicable Mortgage Loan Seller, which, in each case, shall be a responsibility of the Enforcing Servicer pursuant to Section
2.03(g) of this Agreement.


 


(ix)           In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer or the Special Servicer, as applicable, or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations
Reviewer to complete its Asset Review and deliver an Asset Review Report (as such date may have been extended pursuant to this
Agreement), the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation received
by the Asset Representations Reviewer with respect to the related Delinquent Mortgage Loan, and the Asset Representations Reviewer
shall have no responsibility to independently obtain any such documentation from any party to this Agreement.


 


(x)            Within
45 days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Special Servicer shall determine whether
at that time, based on the Servicing Standard, whether there exists a Material Breach or Material Defect with respect to such Mortgage
Loan. If the Special Servicer determines that a Material Breach or Material Defect exists, the Special Servicer shall enforce the
obligations of the related Mortgage Loan Seller with respect to such Material Breach or Material Defect in accordance with Section
2.03(d).


 


(c)          The
Asset Representations Reviewer and its Affiliates shall keep all Privileged Information confidential and shall not disclose such
Privileged Information to any Person (including Certificateholders), other than (1) to the extent expressly required by this Agreement
in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice indicating that such information is
Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged
Information from the Asset Representations Reviewer with a notice stating that such information is Privileged Information shall
not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer other than pursuant
to a Privileged Information Exception. The Asset Representations Reviewer shall keep all documents and information received by
the Asset Representations Reviewer in connection with an Asset Review that are provided by the applicable Mortgage Loan Seller,
the Master Servicer and the Special Servicer confidential and shall not disclose such documents or information except (i) for purposes
of complying with its duties and obligations under this Agreement, (ii) if such documents or information become generally available
and known to the public other than as a result of a disclosure directly or indirectly by the Asset Representations Reviewer, (iii)
if it is reasonable and necessary for the Asset Representations Reviewer to disclose such documents or information in working with
legal counsel, auditors, taxing authorities or other governmental agencies, (iv) if such documents or information was already known
to the Asset Representations Reviewer and not otherwise subject to a confidentiality obligation and/or (v) if the Asset Representations


 






    -494-


     

    

 


Reviewer is required by law, rule, regulation, order, judgment or decree to disclose such document or information.


 


(d)          The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 11.01; provided that no agent
or subcontractor may (1) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Holder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee,
the Directing Holder or any of their respective Affiliates in connection with due diligence or other services with respect to any
Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations Reviewer shall remain
obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions of this Agreement without
diminution of such obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any
Person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations
Reviewer alone were performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter
into an agreement with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent
or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 11.02     Payment of
Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability.


 


(a)          As
compensation for the performance of its duties hereunder, upon the completion of any Asset Review with respect to a Delinquent
Mortgage Loan, the Asset Representations Reviewer shall be entitled to a fee that is a reasonable and customary hourly fee charged
by the Asset Representations Reviewer for similar consulting assignments at the time of such review and any related costs and expenses;
provided that the total payment to the Asset Representations Reviewer shall not be greater than the Asset Representations
Reviewer Fee Cap (the “Asset Representations Reviewer Asset Review Fee”). With respect to an individual Asset
Review Trigger and the Mortgage Loans that are Delinquent Mortgage Loans and are subject to an Asset Review (the “Subject
Loans”), the “Asset Representations Reviewer Fee Cap” shall equal the sum of: (i) $9,500 multiplied
by the number of Subject Loans, plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged
Property per Subject Loan, plus (iii) $2,000 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus
(iv) $1,000 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel
license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end
Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers is no
longer calculated, for the year of the Closing Date and for the year of the occurrence of the Asset Review.


 


(b)          [Reserved.]


 






    -495-


     

    

 


(c)          The
related Mortgage Loan Seller with respect to each Delinquent Mortgage Loan that is subject to an Asset Review shall pay the portion
of the Asset Representations Reviewer Asset Review Fee attributable to the Delinquent Mortgage Loan(s) contributed by it, as allocated
on the basis of the hourly charges and costs and expenses incurred with respect to its related Delinquent Mortgage Loans; provided
that if the total charge for the Asset Representations Reviewer on an hourly fee plus costs and expenses basis would exceed the
Asset Representations Reviewer Fee Cap, each Mortgage Loan Seller’s required payment shall be reduced pro rata according
to its proportion of the total charges until the aggregate amount owed by all Mortgage Loan Sellers is equal to the Asset Representations
Reviewer Fee Cap; provided, however, that if the related Mortgage Loan Seller is insolvent or fails to pay such amount
within 90 days following receipt of the Asset Representations Reviewer’s invoice following its completion of the applicable
Asset Review, such fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of evidence reasonably
satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency or failure to pay such amount; provided,
further, that notwithstanding any payment of such fee by the issuing entity to the Asset Representations Reviewer, such
fee shall remain an obligation of the related Mortgage Loan Seller and the Master Servicer or the Special Servicer, as applicable,
shall, to the extent consistent with the Servicing Standard, pursue remedies against such Mortgage Loan Seller in order to seek
recovery of such amounts from such Mortgage Loan Seller or its insolvency estate. The Asset Representations Reviewer Asset Review
Fee with respect to a Delinquent Mortgage Loan shall be included in the Purchase Price for any Mortgage Loan that was the subject
of a completed Asset Review and that is repurchased by the related Mortgage Loan Seller.


 


(d)          The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


(e)          The
Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under
the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized under
such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that
is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that
contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the asset representations reviewer under this Agreement from and after the date of such agreement and (C) is not
be a prohibited party under this Agreement; (ii) the Asset Representations Reviewer shall not be released from its obligations
under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which the Asset
Representations Reviewer Asset Review Fee (or any component thereof) is calculated shall not exceed the rate then in effect and
(iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable costs and expenses of each other party
to this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation,
the purchaser or transferee shall provide notice to each party to this Agreement and then will be the successor asset representations
reviewer hereunder.


 






    -496-


     

    

 


Section 11.03   Resignation
of the Asset Representations Reviewer. The Asset Representations
Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof to the other parties to
this Agreement and the 17g-5 Information Provider. Upon such notice of resignation, the Depositor shall promptly appoint a successor
Asset Representations Reviewer that is an Eligible Asset Representations Reviewer. If no successor Asset Representations Reviewer
shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the
resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor Asset
Representations Reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all
reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation.


 


Section 11.04   Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates shall make
any investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker-dealer Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate
of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and procedures
that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access
to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s
information regarding its investment activities.


 


Section 11.05   Termination
of the Asset Representations Reviewer.


 


(a)          An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)           any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a
period of 30 days after the date on which written notice of such failure shall have been given to the Asset Representations Reviewer
by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Certificates having greater than 25%
of the aggregate Voting Rights of all then outstanding Certificates, provided, if such failure is capable of being cured
and the Asset Representations Reviewer is diligently pursuing such cure, such 30 day period will be extended an additional 30 days;


 


(ii)          any
failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard which failure shall continue
unremedied for a period of 30 days after the date written notice of such failure, requiring the same to be remedied, is given to
the Asset Representations Reviewer by any party to this Agreement;


 






    -497-


     

    

 


(iii)        any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of 30 days after the date written notice of such failure, requiring the same to be remedied, is given to the Asset
Representations Reviewer by any party to this Agreement;


 


(iv)         a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 days;


 


(v)          the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)         the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator (which shall be simultaneously delivered to the Asset Representations Reviewer) of written notice of the occurrence
of any Asset Representations Reviewer Termination Event, the Certificate Administrator shall promptly provide written notice to
all Certificateholders in accordance with the notice distribution procedures described in Section 11.01(a), unless the Certificate
Administrator has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset
Representations Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations
Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of holders
of Certificates evidencing not less than 25% of the Voting Rights shall, terminate all of the rights and obligations of the Asset
Representations Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the
right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of
events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations
Reviewer shall bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its
termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor
and each Sponsor shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset
Representations Reviewer Termination Event of which it becomes aware.


 


(b)          Upon
(i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights requesting a vote to terminate
and replace the Asset Representations Reviewer with a proposed successor Asset Representations Reviewer that is an


 






    -498-


     

    

 


Eligible Asset
Representations Reviewer and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses
to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall
promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders by (i) posting such
notice on its internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate
Register and to the Asset Representations Reviewer. Upon the written direction of holders of Certificates evidencing at least 75%
of a Certificateholder Quorum, the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer
under this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification
rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and
appoint the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on
the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination
of the Asset Representations Reviewer. In the event that holders of the certificates evidencing at least 75% of a Certificateholder
Quorum elect to remove the asset representations reviewer without cause and appoint a successor, the successor Asset Representations
Reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 11.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 11.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor Asset Representations
Reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an
Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Holder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations Reviewer
shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be an Eligible
Asset Representations Reviewer, the Asset Representations Reviewer shall immediately resign under Section 11.03 of this
Agreement and the Trustee shall use commercially reasonable efforts to appoint a successor Asset Representations Reviewer subject
to and in accordance with this Section 11.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor
Asset Representations Reviewer within 30 days of the termination of the Asset Representations Reviewer, the Depositor shall be
permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor asset representations
reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset representations
reviewer and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance
of its obligations hereunder.


 






    -499-


     

    

 


(d)          Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Sponsors, the
Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder and each Rating
Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under this Agreement
shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including the right to
receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events
occurring prior to such termination).


 


Article
XII


 


MISCELLANEOUS PROVISIONS


 


Section 12.01   Counterparts. This
Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page
of this Agreement in Portable Document Format (PDF), any other electronic format or by facsimile transmission shall be as effective
as delivery of a manually executed original counterpart of this Agreement.


 


Section 12.02   Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, or entitle such Certificateholder’s legal representatives or heirs to claim an accounting or
to take any action or proceeding in any court for a partition or winding up of the Trust Fund, or otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


 


No Certificateholder shall have
any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of
the Trust Fund, or the obligations of the parties hereto, and nothing herein set forth, or contained in the terms of the Certificates,
shall be construed so as to constitute the Certificateholders from time to time as partners or members of an association; and no
Certificateholder shall be under any liability to any third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.


 


Other than with respect to any
rights to deliver a Certificateholder Repurchase Request and exercise the rights described under Section 2.03(k)(i), no
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of
the


 






    -500-


     

    

 


related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60
days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute any such
action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it hereunder
or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of
the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it against the
costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall
have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 12.02, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


No Certificateholder shall be
a “Party in Interest” as described under 11 U.S.C. Section 1109(b) solely by virtue of its ownership of a Certificate.


 


Section 12.03   Governing
Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP
OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.


 


Section 12.04   Waiver
of Jury Trial; Consent to Jurisdiction. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES
ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT,
ANY ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY
PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES
THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES
FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION


 






    -501-


     

    

 



OF
THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT, ANY ASSIGNMENT OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY ASSIGNMENT.


 


TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL
COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL
CLAIMS WITH RESPECT TO SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES THE
DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING INVOLVING SUCH CLAIMS IN ANY SUCH COURT; AND (IV) AGREES THAT
A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


Section 12.05 Notices.
Unless otherwise specified in this Agreement, all demands, notices and communications hereunder shall be in writing, shall be
deemed to have been given upon receipt (except that notices to Holders of Class R Certificates or Holders of any Class of
Certificates no longer held through a Depository and instead held in registered, definitive form shall be deemed to have been
given upon being sent by first-class mail, postage prepaid or by overnight courier) as follows:


 


If to the Trustee, to:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee CD 2016-CD2



with a copy to:



Telecopy: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


If to the Certificate Administrator, to:


 


Wells Fargo Bank, National Association

Corporate Trust Services

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services — CD 2016-CD2


 






    -502-


     

    

 


with copies to:



ct.cmbs.bond.admin@wellsfargo.com; and

trustadministrationgroup@wellsfargo.com


 


If to the Custodian, to:



Wells Fargo Bank, N.A.

Document Custody

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: CD 2016-CD2


 


with a copy to:


 


ct.cmbs.bond.admin@wellsfargo.com


 


If to the Depositor, to:



Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye

Email: lainie.kaye@db.com


 


with a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Anna H. Glick


 


If to the Operating Advisor, to:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CD 2016-CD2-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


If to the Asset Representations Reviewer, to:


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CD 2016-CD2-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 






    -503-


     

    

 


If to the Master Servicer, to:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo


401 S. Tryon Street, 8th Floor


MAC D1050-084

Charlotte, North Carolina 28202

Attention: CD 2016-CD2 Asset Manager


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association

Legal Department

301 South College Street

D1053-300


Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support


 


with a copy to:


 


K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann



For items regarding the Rating Agency Q&A Forum and Document Request Tool to: RAinvRequests@wellsfargo.com



and



For items regarding the Investor Q&A Forum to: 

REAMInvestorRelations@wellsfargo.com


 


If to the Special Servicer, to:



KeyBank National Association


11501 Outlook Street, Suite 300


Overland Park, Kansas 66211


Attention: Clark Rogers


Facsimile number: (877) 379-1625


Email: clark_w_rogers@keybank.com


 


with a copy to:


 






    -504-


     

    

 


Polsinelli PC


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Facsimile number: (816) 753-1536


Email: kkohring@polsinelli.com


 


If to German American Capital Corporation,
as Mortgage Loan Seller, to:



German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye

Email: lainie.kaye@db.com


 


If to Citigroup Global Markets Realty Corp.,
as Mortgage Loan Seller, to:



Citigroup Global Markets Realty Corp.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

Facsimile: (212) 723-8599


 


with a copy to:


 


Citigroup Global Markets Realty Corp.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile: (646) 328-2943


 


with copies by electronic mail to:


 


richard.simpson@citi.com;

ryan.m.oconnor@citi.com; and, in the case of each Rule 15Ga-1 Notice,

cmbs.notice@citi.com


 


If to Deutsche Bank Securities Inc., as Initial
Purchaser or Underwriter, to:



Deutsche Bank Securities Inc.

Commercial Mortgage-Backed Securities

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye

Email: lainie.kaye@db.com


 






    -505-


     

    

 


If to Citigroup Global Markets Inc., as Initial
Purchaser or Underwriter, to:



Citigroup Global Markets Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

Facsimile: (212) 723-8599


 


with a copy to:



Citigroup Global Markets Inc.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile: (646) 328-2943


 


with copies by electronic mail to:


 


Richard.simpson@citi.com; and

ryan.m.oconnor@citi.com;


 


If to Academy Securities, Inc., as Underwriter,
to:


 


Academy Securities, Inc.


277 Park Avenue


New York, New York 10172


Attention: Michael Boyd, Chief Compliance Officer


Facsimile Number: (646) 736-3995


 


If to Wells Fargo Securities, LLC, as Initial
Purchaser, to:


 


Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor, J0127-023


New York, New York 10152


Attention: A.J. Sfarra


 


If to the initial Controlling Class Representative
with respect to any Mortgage Loan, to:



Och-Ziff Capital Investments, L.L.C.

c/o OZ Management LP

9 West 57th Street, 40th Floor

New York, New York 10019

Attention: Matt Tuten

Email: matthew.tuten@ozcap.com


 






    -506-


     

    

 


with a copy to:


 


Kaye Scholer LLP

70 West Madison Street, Suite 4200

Chicago, Illinois 60602-4321

Email: daniel.hartnett@kayescholer.com


 


If to Deutsche Bank AG, New York Branch, as
the initial RRI-A Risk Retention Consultation Party, to:


 


Deutsche Bank AG, New York Branch


60 Wall Street

New York, New York 10005

Attention: Lainie Kaye

Email: lainie.kaye@db.com


 


If to Citigroup Global Markets Realty Corp.,
as the initial RRI-B Risk Retention Consultation Party, to:


 


Citigroup Global Markets Realty Corp.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

Facsimile: (212) 723-8599


 


with a copy to:


 


Citigroup Global Markets Realty Corp.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile: (646) 328-2943


 


with copies by electronic mail to:


 


richard.simpson@citi.com;

ryan.m.oconnor@citi.com; and, in the case of each Rule 15Ga-1 Notice,

cmbs.notice@citi.com


 


If to the 17g-5 Information Provider, electronically
to:



17g5informationprovider@wellsfargo.com

(in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system,
specifically with a subject reference of “CD 2016-CD2 Mortgage Trust” and an identification of the type of information
being provided in the body of such electronic mail)


 






    -507-


     

    

 


or, in the case of the parties to this Agreement, to
such other address as such party shall specify by written notice to the other parties hereto.


 


Solely to the extent the provisions
herein contemplate electronic delivery of information, such information shall be transmitted via electronic mail with a subject
reference to include “CD 2016-CD2 Mortgage Trust” (or substantially similar language) (i) in the case of the Depositor,
to lainie.kaye@db.com, (ii) in the case of the Trustee, to cmbstrustee@wilmingtontrust.com, (iii) in the case of the Certificate
Administrator, to the email address specified on the Certificate Administrator’s Website (and, if no such email address is
specified therein, to cts.cmbs.bond.admin@wellsfargo.com), (iv) in the case of the Operating Advisor, to cmbs.notices@parkbridgefinancial.com,
(v) in the case of the Asset Representations Reviewer, to cmbs.notices@parkbridgefinancial.com, (vi) in the case of the Master
Servicer to commercial.servicing@wellsfargo.com, (vii) in the case of the Special Servicer, to clark_w_rogers@keybank.com and alan_williams@keybank.com,
(viii) in the case of German American Capital Corporation, to lainie.kaye@db.com, (ix) in the case of Citigroup Global Markets
Realty Corp., to richard.simpson@citi.com and ryan.m.oconnor@citi.com; and, in the case of each Rule 15Ga-1 Notice, cmbs.notice@citi.com,
(x) in the case of Deutsche Bank Securities Inc., to lainie.kaye@db.com, (xi) in the case of Citigroup Global Markets Inc., to
paul.t.vanderslice@citi.com, (xii) in the case of the initial Controlling Class Representative, to matthew.tuten@ozcap.com with
a copy to daniel.hartnett@kayescholer.com, (xiii) in the case of Academy Securities, Inc., to mboyd@academysecurities.com, (xiv)
in the case of Wells Fargo Securities, LLC, to anthony.sfarra@wellsfargo.com, (xv) in the case of Deutsche Bank AG, New York Branch,
to lainie.kaye@db.com, (xvi) in the case of Citigroup Global Markets Realty Corp., as a Risk Retention Consultation Party, to richard.simpson@citi.com
and ryan.m.oconnor@citi.com, and (xvii) in the case of the 17g-5 Information Provider, to 17g5informationprovider@wellsfargo.com;
or, in the case of the parties to this Agreement, to such other electronic mail address as such party shall specify by written
notice (which may be electronic) to the other parties hereto.


 


The obligation of any party to this
Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such party to this Agreement
has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other Special Servicer, Other
Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name and contact information
provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider,
as applicable, and shall be entitled to assume that the identity and contact information for such Other Depositor, Other Servicer,
Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable has not changed, absent receipt of written
notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, or
a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a change with respect to the identity and
contact information for such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information
Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, as applicable.


 






    -508-


     

    

 


Section 12.06 Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights
of the Holders thereof.


 


Section 12.07 Notice
to the Depositor and Each Rating Agency. (a) The Certificate Administrator shall promptly provide notice, promptly
furnish (or make available) to the Depositor, the Underwriters, the Initial Purchasers, the Directing Holder (if no
Consultation Termination Event has occurred and is continuing), the Trustee the related Serviced Companion Loan Noteholder
(if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s
Website) with respect to each of the following of which a Responsible Officer of the Certificate Administrator has actual
knowledge:


 


(i)            any
material change or amendment to this Agreement, any Mortgage Loan Purchase Agreement or any Intercreditor Agreement;


 


(ii)           the
occurrence of any Servicer Termination Event that has not been cured;


 


(iii)          the
merger, consolidation, resignation or termination of the Certificate Administrator, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Trustee; and


 


(iv)          the
repurchase of Mortgage Loans pursuant to Section 2.03(e) of this Agreement.


 


(b)           The
Certificate Administrator shall promptly furnish to the Depositor, the Underwriters, the Initial Purchasers, the Directing Holder
and the 17g-5 Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website):


 


(i)            notice
of the final payment to any Class of Certificateholders;


 


(ii)           notice
of any change in the location of the Distribution Accounts, the Interest Reserve Account, or the Gain-on-Sale Reserve Account;
and


 


(iii)          each
report to Certificateholders described in Section 4.02 and Section 3.13 of this Agreement.


 


(c)           The
Master Servicer (or, in the case of items collected pursuant to Section 3.04 and referenced in clause (i)
below, the Special Servicer) shall promptly furnish to the 17g-5 Information Provider (who shall promptly post such materials to
the 17g-5 Information Provider’s Website) and the related Other 17g-5 Information Provider (if any):


 


(i)            a
copy of each rent roll and each operating and other financial statement and occupancy reports, to the extent such information
is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section 3.03 of
this Agreement or pursuant to Section 3.04 of this Agreement;


 






    -509-


     

    

 


(ii)           notice
of any change in the location of the Collection Account or any Serviced Whole Loan Collection Account,


 


(iii)          a
copy of any notice with respect to a breach of a representation or warranty with respect to any Mortgage Loan;


 


(iv)          any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer;


 


(v)           any
change in the lien priority of a Mortgage Loan;


 


(vi)          any
new lease of an anchor or a termination of an anchor lease at a retail Mortgaged Property;


 


(vii)         any
material damage to a Mortgaged Property; and


 


(viii)        any
amendment, modification, consent or waiver to or of any provision of a Mortgage Loan or Serviced Whole Loan.


 


(d)           Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.14(d) to the Rating Agencies at the address
listed below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, and the Certificate
Administrator and Trustee also shall furnish such other information regarding the Trust Fund as may be reasonably requested by
the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided
that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in
Section 3.14(d). Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute
a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required
hereunder shall be in writing.


 


Notices to each Rating Agency shall be addressed
as follows:


 


Kroll Bond Rating Agency, Inc.


845 Third Avenue, 4th Floor


New York, New York 10022


Attention: CMBS Surveillance


Facsimile No.: (646) 731-2395


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: CMBS Surveillance

Email: info.cmbs@fitchratings.com


 






    -510-


     

    

 


Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 553-1350

Email:cmbssurveillance@moodys.com


 


or in each case to such other address as any Rating Agency
shall specify by written notice to the parties hereto.


 


Section 12.08 Amendment.
This Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of
any of the Certificateholders or any Serviced Companion Loan Noteholders:


 


(i)            to
cure any ambiguity or to correct any manifest error;


 


(ii)           to
cause the provisions herein or therein to conform or be consistent with or in furtherance of the statements made in the Prospectus
or Private Placement Memorandum with respect to the Certificates, the Trust or this Agreement or to correct or supplement any
provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)          to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund, either Trust REMIC or
the Grantor Trust that would be a claim against the Trust Fund, either Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Loan Noteholder;


 


(v)           to
modify, eliminate or add to the provisions restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of


 






    -511-


     

    

 


the
Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Non-U.S. Tax Person;


 


(vi)          to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates);


 


(vii)         to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates);


 


(viii)        to
modify the provisions of Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating
Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates);


 


(ix)          to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect


 






    -512-


     

    

 


in
any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any
Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate
Administrator’s Website; and


 


(x)           to
modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


provided that any amendment
under this Section 12.08 (a) shall not materially increase the obligations of the Depositor, the Trustee, the
Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider,
the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced
in the case of clauses (iii) through (x) above by (1) an Opinion of Counsel or (2) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor
trust.


 


This Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent of the Holders of Certificates
representing not less than a majority of the Percentage Interests of each Class of Certificates affected thereby (without regard
to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan
Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided,
that no such amendment may:


 


(i)            reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or a Serviced Whole Loan which are
required to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion Loan Noteholders without
the consent of such Companion Loan Noteholders;


 


(ii)           reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Loan Noteholder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;


 






    -513-


     

    

 


(iii)          adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding;


 


(iv)          change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)           amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates).


 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend this Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall
be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the
Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


If neither the Depositor nor any successor
thereto, if any, is in existence, any amendment under this Section 12.08 shall be effective with the consent of the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer,
in writing, and to the extent required by this Section 12.08, the Certificateholders and Serviced Companion Loan Noteholders.


 


It shall not be necessary for the consent
of Certificateholders under this Section 12.08 to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The method of obtaining such consents and of evidencing the authorization
of the execution thereof by Certificateholders and, if applicable, Serviced Companion Loan Noteholders, shall be subject to such
reasonable regulations as the Trustee may prescribe; provided, that such method shall always be by affirmation and in writing.


 


Notwithstanding any contrary provision
of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless the Trustee and the Certificate
Administrator have received an Opinion of Counsel, at the expense of the Trust Fund (and, in the


 






    -514-


     

    

 


case
of any Whole Loan, any such expense shall be allocated in accordance with the expense allocation provision of the related Intercreditor
Agreement) confirming that such amendment is authorized or permitted by this Agreement and that all conditions precedent with
respect thereto have been satisfied, respectively, hereunder and such amendment will not cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or cause the Grantor Trust to fail to qualify
as a grantor trust, or cause a tax to be imposed on the Trust Fund or any such Trust REMIC or the Grantor Trust.


 


Prior to the execution of any amendment
to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively upon an Opinion of
Counsel and an Officer’s Certificate, at the expense of the party requesting such amendment (or, if such amendment is required
to maintain the rating issued by any Rating Agency or requested by the Trustee for any purpose described in clauses (i), (ii) or
(iii) of the first sentence of this Section 12.08 (which do not modify or otherwise relate solely to the obligations,
duties or rights of the Trustee), then at the expense of the Trust Fund (and, in the case of any Whole Loan, any such expense shall
be allocated in accordance with the expense allocation provision of the related Intercreditor Agreement)) confirming that the execution
of such amendment is authorized or permitted by this Agreement and that all conditions precedent with respect thereto have been
satisfied. The Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer may, but shall
not be obligated to, enter into any such amendment which affects the Trustee’s, the Certificate Administrator’s, the
Operating Advisor’s or the Asset Representations Reviewer’s own rights, duties or immunities under this Agreement.


 


Notwithstanding any contrary provision
contained in this Agreement, no amendment shall be made to this Agreement (i) which adversely affects the rights, including (without
limitation) as a third-party beneficiary hereunder, and/or obligations (including, without limitation, in the case of a Mortgage
Loan Seller, under the related Mortgage Loan Purchase Agreement) of any Mortgage Loan Seller, Initial Purchaser or Underwriter
without the written consent of such Mortgage Loan Seller, Initial Purchaser or Underwriter, as applicable or (ii) which adversely
affects (as determined by the applicable Companion Loan Noteholder in good faith) the rights and/or obligations of any Companion
Loan Noteholder without the written consent of such Companion Loan Noteholder.


 


Promptly after the execution of any
amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate Administrator’s
Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement, and thereafter, the Certificate Administrator
shall furnish written notification of the substance of such amendment to each Certificateholder, the Depositor, the Master Servicer
(who shall promptly forward such notification to each Serviced Companion Loan Holder, Other Depositor, Other Servicer, Other Special
Servicer and Other Trustee), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, each
Mortgage Loan Seller, the Underwriters and the Initial Purchasers.


 


Section 12.09 Confirmation
of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans)
by the Depositor to the


 






    -515-


     

    

 


Trustee on behalf of Certificateholders
as contemplated by this Agreement be treated for all purposes as a sale by the Depositor of the Trust Fund to the Trustee. It is,
further, not the intention of the parties that such conveyance be deemed a pledge of the Trust Fund by the Depositor to the Trustee
to secure a debt or other obligation of the Depositor. However, if, notwithstanding the intent of the parties, the Trust Fund is
held to continue to be property of the Depositor then (a) this Agreement shall also be deemed to be a security agreement under
applicable law; (b) the transfer of the Trust Fund provided for herein shall be deemed to be a grant by the Depositor to the
Trustee on behalf of Certificateholders of a first priority security interest in, and the Depositor hereby grants to the Trustee
a security interest in, all of the Depositor’s right, title and interest in and to, whether now owned or existing or hereafter
acquired or arising, the property identified in clauses (i) through (xv) of the definition of “Trust Fund” and
all proceeds thereof; (c) the possession by the Trustee (or the Custodian on its behalf) of Mortgage Notes and such other
items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession
by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313 of the New York Uniform
Commercial Code; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from
Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable
law. The Depositor shall, and upon the request and direction of the Master Servicer, the Trustee shall, to the extent consistent
with this Agreement (and at the expense of the Trust Fund (and, in the case of any Whole Loan, such expense shall be allocated
in accordance with the expense allocation provision of the related Intercreditor Agreement)), take such actions as may be necessary
to ensure that such security interest is a perfected security interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective
whether any of the Certificates are sold, pledged or assigned.


 


Section 12.10 No Intended
Third-Party Beneficiaries. Except as specified in Section 12.12 of this Agreement, no Person other than a party to
this Agreement, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter or any Certificateholder shall have any rights
with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing and for the avoidance
of doubt, subject to Section 12.12 of this Agreement, the parties to this Agreement specifically state that no Borrower,
Manager or other party to a Mortgage Loan is an intended third-party beneficiary of this Agreement.


 


Section 12.11 Entire Agreement.
This Agreement (and, with respect to each Whole Loan, together with the related Intercreditor Agreement) contains the entire agreement
and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous
agreements, understanding, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect
to the subject matter hereof. The express terms hereof control and supersedes any course of performance or usage of the trade
inconsistent with any of the terms hereof.


 


Section 12.12 Third Party
Beneficiaries. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer acknowledge
that (i) each Mortgage Loan Seller and Deutsche Bank Securities Inc. are third party beneficiaries with respect to


 






    -516-


     

    

 


Section 8.05(h)
of this Agreement, the obligations of any party to this Agreement to deliver information to the 17g-5 Information
Provider hereunder and the obligations of the 17g-5 Information Provider to post information to the 17g-5 Information
Provider’s Website (or make available to the NRSROs the items referenced in Section 3.13(c) and (d)) and
the express obligations of any party hereto to deliver documents, notices, information or funds to a Mortgage Loan Seller,
(ii) each Mortgage Loan Seller is a third party beneficiary with respect to Section 2.01, Section 2.02, Section
2.03, Section 8.05, Section 11.01 and Section 12.08 of this Agreement and its rights as a Privileged
Person, (iii) each Initial Purchaser and each Underwriter is a third party beneficiary with respect to its rights to
receive any notices, documents, certifications and/or information hereunder and its rights under Section 12.08 of this
Agreement, (iv) each holder of a Companion Loan and any related Other Depositor is an intended third party beneficiary
in respect of the rights afforded it under this Agreement and may directly (or, in the case of a holder of a Companion Loan,
the related Other Servicer may) enforce such rights, (v) each of the Serviced Companion Loan Service Providers under the
applicable Other Pooling and Servicing Agreement is an intended third party beneficiary under this Agreement with respect to
any provision herein expressly relating to compensation, reimbursement or indemnification of such Serviced Companion Loan
Service Provider and the provisions regarding the coordination of Advances, and (vi) each of the Non-Serviced Mortgage
Loan Service Providers under the applicable Other Pooling and Servicing Agreement is an intended third party beneficiary
under this Agreement with respect to any provisions herein relating to (1) the reimbursement of any nonrecoverable advances
made with respect to the applicable Non-Serviced Mortgage Loan by such Persons, (2) the indemnification of each applicable
Other Servicer, Other Special Servicer and Other Trustee and certain other parties pursuant to Section 1.04 or
any other section of this Agreement against any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in connection with the related Other Pooling and
Servicing Agreement and this Agreement that relate solely to its servicing and administration of (or in the case of the Other
Operating Advisor, incurred in connection with the provision of services for) the related Whole Loan and any related
reimbursement provisions, (3) the provisions set forth in Section 4.07(e) of this Agreement
regarding advancing coordination, (4) the provisions set forth in Sections 3.29 and 6.07, as applicable, of
this Agreement and (5) the provisions set forth in Sections 3.01, 3.06 and 3.27, as applicable, of this
Agreement.


 


[NO FURTHER TEXT ON THIS PAGE]


 




    -517-


     

    


 


IN WITNESS WHEREOF, the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of the day
and year first above written.





	 	 	 
	 	DEUTSCHE MORTGAGE & ASSET 

RECEIVING CORPORATION, 

as Depositor
	 	 	 
	 	By:	/s/ Natalie Grainger
	 	 	Name:Natalie Grainger
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Helaine M. Kaplan
	 	 	Name: Helaine M. Kaplan
	 	 	Title: President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	as Master Servicer
	 	 	 
	 	By:	/s/ Nachette Hadden
	 	 	Name: Nachette Hadden
	 	 	Title: Director
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,
	 	 	as Special Servicer
	 	 	 
	 	By:	/s/ Alan Williams
	 	 	Name:Alan Williams
	 	 	Title: Senior Vice President







 


CD
2016-CD2: POOLING AND SERVICING AGREEMENT


 




     


     

    


 





	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	 	as Trustee
	 	 	 
	 	By:	/s/ Dorri Costello
	 	 	Name: Dorri Costello
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	as Certificate Administrator, Paying Agent and Custodian
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President







 


 


CD
2016-CD2: POOLING AND SERVICING AGREEMENT




 






     


     

    

 





	 	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
	 	 	as Operating Advisor
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	 	 	Name: Robert J. Spinna, Jr.
	 	 	 	 	Title: Managing Member
	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	 	 	Name: Robert J. Spinna, Jr.
	 	 	 	 	Title: Managing Member




 


 


CD
2016-CD2: POOLING AND SERVICING AGREEMENT






 




     


     

    
 


 




 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 


On the 7th
day of December in the year 2016, before me, the undersigned, personally appeared Helaine Kaplan & Natalie Grainger, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument,
and that such individual made such appearance before the undersigned in the New York (insert the city or other political subdivision
and the state or county or other place the acknowledgment was taken).


	 	 
	 	/s/ Christine L. Last
	 	Signature and Office of individual taking

acknowledgment
	 	 
	This instrument prepared by:	
        Christine L. Last

        Notary Public - State of New York

        No. 01LA6274862

        Qualified in New York County

        My Commission Expires January 14, 2017

	Name:	Cadwalader, Wickersham & Taft LLP	 
	Address:	
        200 Liberty Street

        New York, New York 10281
	 


 


CD
2016-CD2:  POOLING AND SERVICING AGREEMENT



     

     

    




	STATE OF NORTH CAROLINA	)	 
	 	):	ss.
	COUNTY OF MECKLENBURG	)	 


On this 30
day of November, 2016, personally appeared before me Nachette Hadden, to me known (or proved to me on the basis of satisfactory
evidence) to be a Director of Wells Fargo Bank, National Association, a national banking association, that executed the within
and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity, for the
uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by her signature
on the instrument the entity upon behalf of which she acted, executed the instrument.


	 	 
	 	/s/ ERICA L. SMITH
	 	Notary Name:
	 	 
	My commission expires:	
        ERICA L. SMITH

        NOTARY PUBLIC

        Gaston County

        North Carolina

        My Commission Expires 7/15/2017

	 	 


 


CD
2016-CD2:  POOLING AND SERVICING AGREEMENT




     

     

    

 


	STATE OF KS	)	 
	 	)	ss.:
	COUNTY OF JOHNSON	)	 


On the 29th
day of November in the year 2016, before me, the undersigned, personally appeared Alan Williams, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s)
on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument, and
that such individual made such appearance before the undersigned in the Overland Park, KS (insert the city or other political subdivision
and the state or county or other place the acknowledgment was taken).


	 	 
	 	/s/ JANNA OLIVER
	 	Signature and Office of individual taking

acknowledgment
	 	 
	This instrument prepared by:	
        JANNA OLIVER

        Notary Public - State of Kansas

        My Appointment Expires

        June 24, 2020

	Name:	Cadwalader, Wickersham & Taft LLP	 
	Address:	
        200 Liberty Street

        New York, New York 10281
	 


 


CD
2016-CD2:  POOLING AND SERVICING AGREEMENT




     

     

    

 


	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 


On the 6th
day of December in the year 2016, before me, the undersigned, personally appeared Dorri Costello, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned
in the City of Wilmington (insert the city or other political subdivision and the state or county or other place the acknowledgment
was taken).


	 	 
	 	/s/ RAMONA L RINGGOLD
	 	Signature and Office of individual taking

acknowledgment
	 	 
	This instrument prepared by:	
        RAMONA L RINGGOLD

        NOTARY PUBLIC - STATE OF DELAWARE

        MY COMMISSION EXPIRES

        08-26-17

	Name:	Cadwalader, Wickersham & Taft LLP	 
	Address:	
        200 Liberty Street

        New York, New York 10281
	 


 


CD
2016-CD2:  POOLING AND SERVICING AGREEMENT




     

     

    

 


	STATE OF MARYLAND	)	 
	 	)	ss.:
	COUNTY OF HOWARD	)	 


On the 1st
day of December in the year 2016, before me, the undersigned, personally appeared Stacey Gross, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s)
on the instrument, the individual(s), or the person upon behalf of which the individual( s) acted, executed the instrument, and
that such individual made such appearance before the undersigned in the city of Columbia, Maryland (insert the city or other political
subdivision and the state or county or other place the acknowledgment was taken).


	 	 
	 	/s/ COLIN A. CASTRO
	This instrument prepared by:	Signature and Office of individual taking

acknowledgment
	 	 
	
        Name:

        Address:
	
        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281
	
        COLIN A. CASTRO

        NOTARY PUBLIC

        FREDERICK COUNTY, MD

        MY COMMISSION EXPIRES

        MARCH 24, 2019

	 	 	 


 


CD
2016-CD2:  POOLING AND SERVICING AGREEMENT




     

     

    

 


	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 


On this 29th
day of November 2016, before me the undersigned a Notary Public in and for the State of New York, duly commissioned and sworn,
personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me that he is a
Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member
of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and that he signed his
name thereto under authority of said entity and on behalf of such entity.


WITNESS my
hand and seal hereto affixed the day and year first above written.


	 	 
	 	/s/ CATHY PAMPINELLA
	 	NOTARY PUBLIC in and for 

the State of New York
	 	 
	
        [SEAL]

         

        CATHY PAMPINELLA

        Notary Public - State of New York

        No. 01PA6303022

        Qualified in Suffolk County

        Commission Expires May 12, 2018

         
	 
	
        My Commission Expires:_____________

             (Date)
	 


 


CD
2016-CD2:  POOLING AND SERVICING AGREEMENT


 




     

     

    

 


	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 


On this 29th
day of November 2016, before me the undersigned a Notary Public in and for the State of New York, duly commissioned and sworn,
personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me that he is a
Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member
of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and that he signed his
name thereto under authority of said entity and on behalf of such entity.


WITNESS my
hand and seal hereto affixed the day and year first above written.


	 	 
	 	/s/ CATHY PAMPINELLA
	 	NOTARY PUBLIC in and for 

the State of New York
	 	 
	
        [SEAL]

         

        CATHY PAMPINELLA

        Notary Public - State of New York

        No. 01PA6303022

        Qualified in   Suffolk County

        Commission Expires May 12, 2018

         
	 
	
        My Commission Expires:_____________

             (Date)
	 


 


CD 2016-CD2:  POOLING
AND SERVICING AGREEMENT 


 



    	 	 



     


    



 








 


EXHIBIT A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    A-1-1 


     


    
 





 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-1


 


	Class A-1 Pass-Through Rate: 1.848%	 	
        CUSIP:    12515A BA7

         

        ISIN:        US12515ABA79

        

	 	 	 
	Original Aggregate Certificate Balance of the Class A-1 Certificates:
    $17,465,263	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: September 2021	 	No.: A-1-[_]


 


This certifies that [________] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement.


 



    A-1-2 


     


    
 



 


To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-1 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest Accrual
Period (as defined below), interest on the Class A-1 Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately


 



    A-1-3 


     


    
 



 


available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO


 



    A-1-4 


     


    
 



 


Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 



    A-1-5 


     


    
 



 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement
restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a


 



    A-1-6 


     


    
 



 


Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect
in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the


 



    A-1-7 


     


    
 



 


Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to


 



    A-1-8 


     


    
 



 


maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC®



 



    A-1-9 


     


    
 



 


	 	 	Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom,
living on the date hereof.


 



    A-1-10 


     


    
 



 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-1-11 


     


    
 



 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class A-1 Certificate to be duly executed.


 


Dated: December 8, 2016





	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory







 





Certificate of Authentication


 


This is one of the Class A-1
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016





	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory




 




    A-1-12 


     


    

 


EXHIBIT A-2


 


FORM OF CLASS A-2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



 


 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 





    A-2-1 


     


    
 



 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-2


 


	Class A-2 Pass-Through Rate: 3.037%	 	
        CUSIP:    12515A BB5

         

        ISIN:        US12515ABB52

         

	Original Aggregate Certificate Balance of the Class A-2 Certificates:
    $69,061,053	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2021	 	No.: A-2-[_]


 


This certifies that [________] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    A-2-2 


     


    
 



 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest Accrual
Period (as defined below), interest on the Class A-2 Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record


 



    A-2-3 


     


    
 



 


Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow


 



    A-2-4 


     


    
 



 


Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any


 



    A-2-5 


     


    
 



 


transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement
restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related


 



    A-2-6 


     


    
 



 


to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect
in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing


 



    A-2-7 


     


    
 



 


Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan


 



    A-2-8 


     


    
 



 


Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding


 



    A-2-9 


     


    
 



 


Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom,
living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-2-10 


     


    
 



 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class A-2 Certificate to be duly executed.


 


Dated: December 8, 2016





	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory








 


Certificate of Authentication


 


This is one of the Class A-2
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016





	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory








 




    A-2-11 


     


    

 


EXHIBIT A-3


 


FORM OF CLASS A-SB CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



 


 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 





    A-3-1 


     


    
 



 


CD 2016-CD2 COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-SB


 


	Class A-SB Pass-Through Rate: 3.348%	 	
        CUSIP:    12515A BC3

         

        ISIN:        US12515ABC36

         

	Original Aggregate Certificate Balance of the Class A-SB
    Certificates: $34,742,105	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: September 2026	 	No.: A-SB-[_]


 


This certifies that [________] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-SB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    A-3-2 


     


    
 



 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-SB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest Accrual
Period (as defined below), interest on the Class A-SB Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record


 



    A-3-3 


     


    
 



 


Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow


 



    A-3-4 


     


    
 



 


Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any






    A-3-5 


     


    
 



 


transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement
restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related


 



    A-3-6 


     


    
 



 


to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect
in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing


 



    A-3-7 


     


    
 



 


Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan


 



    A-3-8 


     


    
 



 


Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding


 



    A-3-9 


     


    
 



 


Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom,
living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-3-10 


     


    
     



 

IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class A-SB Certificate to be duly executed.


 


Dated: December 8, 2016





	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory








 


Certificate of Authentication


 


This is one of the Class A-SB
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016





	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory








 




    A-3-11 


     


    

 


EXHIBIT A-4


 


FORM OF CLASS A-3 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



 


 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 





    A-4-1 


     


    
 



 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-3


 


	Class A-3 Pass-Through Rate: 3.248%	 	
        CUSIP:    12515A BD1

         

        ISIN:        US12515ABD19

         

	Original Aggregate Certificate Balance of the Class A-3 Certificates:
    $252,631,579	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: October 2026	 	No.: A-3-[_]


 


This certifies that [________] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo, National
Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association, as
special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    A-4-2 


     


    
 

 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-3 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest Accrual
Period (as defined below), interest on the Class A-3 Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record


 



    A-4-3 


     


    
 



 


Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow


 



    A-4-4 


     


    
 



 


Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any


 



    A-4-5 


     


    
 



 


transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement
restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related


 



    A-4-6 


     


    
 



 


to a Companion Loan, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not
consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such
amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section
3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long
as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that the
commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating
Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have
delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the
Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the
Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or
(iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing



 



    A-4-7 


     


    
 






 


Agreement
or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no
such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan


 



    A-4-8 


     


    
 



 


Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding


 



    A-4-9 


     


    
 



 


Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom,
living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-4-10 


     


    
 



 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class A-3 Certificate to be duly executed.


 


Dated: December 8, 2016





	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory








 


Certificate of Authentication


 


This is one of the Class A-3
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016





	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory








 




    A-4-11 


     


    

 


EXHIBIT A-5


 


FORM OF CLASS A-4 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



 


 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 





    A-5-1 


     


    

 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-4


 


	Class A-4 Pass-Through Rate: Equal to the lesser of Weighted Average Net Mortgage Pass-Through Rate and 3.526%	 	
        CUSIP:    12515A BE9

         

        ISIN:        US12515ABE91

         

	Original Aggregate Certificate Balance of the Class A-4 Certificates:
    $308,873,684	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: A-4-[_]


 


This certifies that [________] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    A-5-2 


     


    

 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-4 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest Accrual
Period (as defined below), interest on the Class A-4 Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record


 



    A-5-3 


     


    

 


Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow


 



    A-5-4 


     


    

 


Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any


 



    A-5-5 


     


    

 


transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement
restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related


 



    A-5-6 


     


    

 


to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect
in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing


 



    A-5-7 


     


    

 


Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan


 



    A-5-8 


     


    

 


Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding


 



    A-5-9 


     


    

 


Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom,
living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-5-10 


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class A-4 Certificate to be duly executed.


 


Dated: December 8, 2016





	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory





 





Certificate of Authentication


 


This is one of the Class A-4
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016





	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory




 


    A-5-11 


     


    

 


EXHIBIT
A-6


 


FORM
OF CLASS A-M CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL
ESTATE


 





 




 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    A-6-1 


     

    

 


MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.


 






    A-6-2 


     

    

 


CD
2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-M


 





	Class
    A-M Pass-Through Rate: Equal to the lesser of Weighted Average Net Mortgage Pass-Through Rate and 3.668%	 	CUSIP:    12515A
                           BG4

         

        ISIN:        US12515ABG40

	 	 	 
	Original
    Aggregate Certificate Balance of the Class A-M Certificates: $39,015,789	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: January 12, 2017	 	Cut-off
    Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date: November 2026	 	No.:
    A-M-[_]


  


This
certifies that [_________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class A-M Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between
the Depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
KeyBank National Association, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”), paying agent and custodian, Park Bridge Lender Services LLC,
as operating advisor (in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To
the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 






    A-6-3 


     

    

 


This
Certificate represents a beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-M Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth
day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-M Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available
funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities therefor
if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the
related Record


 






    A-6-4 


     

    

 


Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent distributions), or (ii) otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in
like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its
agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders
of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto;
(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases,
Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional
security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow


 






    A-6-5 


     

    

 


Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and
warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular
Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For
the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling
and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any


 






    A-6-6 


     

    

 





transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid
or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC that would be a claim against the Trust
Fund or either Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to
the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either
Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to
a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect
to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari
Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related


 






    A-6-7 


     

    

 


to a Companion Loan, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates
by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such
amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by confirmation
of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement
relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in
any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would
be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority
of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor,
any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing


 






    A-6-8 


     

    

 


Agreement or modifying
in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment
may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or a Serviced Whole Loan which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby or which are required to be distributed
                                         to any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust
Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan


 






    A-6-9 


     

    

 


Noteholder or (ii) to
the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any
related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such
date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all
property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding


 






    A-6-10 


     

    

 


Certificates (other
than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-E, Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice
to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-6-11 


     

    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-M Certificate to be duly executed.


 


Dated:
December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate
of Authentication


 


This
is one of the Class A-M Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 






    A-6-12 


     

    

 


EXHIBIT
A-7


 


FORM
OF CLASS B CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 





 




 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    A-7-1 


     

    

 


RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-7-2 


     

    

 


CD
2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS B


 


	Class
    B Pass-Through Rate: Equal to the lesser of Weighted Average Net Mortgage Pass-Through Rate and 3.879%	 	CUSIP:    12515A
                           BH2

         

        ISIN:        US12515ABH23

	 	 	 
	Original
    Aggregate Certificate Balance of the Class B Certificates: $76,811,579	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: January 12, 2017	 	Cut-off
    Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date: November 2026	 	No.:
    B-[_]


 


This
certifies that [_________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between
the Depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
KeyBank National Association, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”), paying agent and custodian, Park Bridge Lender Services LLC,
as operating advisor (in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement.


 






    A-7-3 


     

    

 


To
the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate represents a beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class B Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class B Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately


 






    A-7-4 


     

    

 


available
funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities therefor
if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the
related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at
the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto;
(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of


 






    A-7-5 


     

    

 


Leases,
Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional
security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole
Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s
interest in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as
applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security
interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies
under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and
the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular
Interests and the Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the
Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust.
As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other
than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 






    A-7-6 


     

    

 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid
or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC that would be a claim against the Trust
Fund or either Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to
the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either
Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to
a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect
to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari
Passu Companion Loan not consenting thereto as evidenced in writing by an


 






    A-7-7 


     

    

 


Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement
any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies;
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any
Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate
Administrator’s Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided
in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a


 






    A-7-8 


     

    

 


majority
of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor,
any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no
such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or a Serviced Whole Loan which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby or which are required to be distributed
                                         to any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any


 






    A-7-9 


     

    

 


Certificates
are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust
Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such
date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all
property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 






    A-7-10 


     

    

 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates
and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class
X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class
S and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling
and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-7-11 


     

    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class B Certificate to be duly executed.


 


Dated:
December 8, 2016


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate
of Authentication


 


This
is one of the Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
December 8, 2016


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    A-7-12 


     

    


 


EXHIBIT A-8


 


FORM
OF CLASS C CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 





 




 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    A-8-1 


     

    

 


RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-8-2 


     

    

 


CD
2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS C


 


	Class
    C Pass-Through Rate: Equal to the WAC Rate	 	CUSIP:    12515A
                           BJ8

         

        ISIN:        US12515ABJ88

	 	 	 
	Original
    Aggregate Certificate Balance of the Class C Certificates: $42,673,684	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: January 12, 2016	 	Cut-off
    Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date: November 2026	 	No.:
    C-[_]


 


This
certifies that [_________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between
the Depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
KeyBank National Association, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”), paying agent and custodian, Park Bridge Lender Services LLC,
as operating advisor (in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






    A-8-3 


     

    

 


This
Certificate represents a beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class C Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class C Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record


 






    A-8-4 


     

    

 


Date
(which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or (ii) otherwise,
by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto;
(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow


 






    A-8-5 


     

    

 


Accounts,
and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts,
the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any
REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x)
a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in
all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the
Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the
Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower).
For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling
and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any


 






    A-8-6 


     

    

 


transfer
to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the
Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee
to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection
with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid
or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC that would be a claim against the Trust
Fund or either Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to
the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either
Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to
a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect
to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari
Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related


 






    A-8-7 


     

    

 


to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement
any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies;
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any
Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate
Administrator’s Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided
in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing


 






    A-8-8 


     

    

 


Agreement
or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no
such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or a Serviced Whole Loan which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby or which are required to be distributed
                                         to any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan


 






    A-8-9 


     

    

 


Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such
date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all
property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding


 






    A-8-10 


     

    

 


Certificates
(other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken
an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class X-G Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement
by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-8-11 


     

    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class C Certificate to be duly executed.


 


Dated:
December 8, 2016


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory








 


Certificate
of Authentication


 


This
is one of the Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    A-8-12 


     

    

 


EXHIBIT
A-9


 


FORM
OF CLASS D [RULE 144A] 1 [REG S]2 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]3


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED
INVESTORS, OR (4) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES 


 





 










1 For
Rule 144A Global Certificates only.  


2 For
Reg S Global Certificates only. 


3 Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 






    A-9-1 


     

    

 


LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1
TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT
MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.


 






    A-9-2 


     

    

 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 







4 For
Reg S Global Certificates only.


 






    A-9-3 


     

    

 


CD
2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS D


 





	Class D Pass-Through Rate:
    Equal to Weighted Average Net Mortgage Pass-Through Rate minus 1.250%	 	CUSIP:	12515A
                           AN05 

        U1251Q
        AG86 

        12515A
        AP57

	 	 	 	 
	 	 	ISIN:	US12515AAN008 

        USU1251QAG839 

        US12515AAP5710

	 	 	 	 
	Original Aggregate Certificate Balance of the
    Class D Certificates: $57,304,211	 	Initial Certificate Balance of this
    Certificate: $[__]
	 	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business
    on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage
    Loan
	 	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: D-[__]







 


This
certifies that [_________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between
the Depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
KeyBank National Association, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”), paying agent and custodian,


 





 







5 For
Rule 144A Certificates


6 For
Regulation S Certificates 


7 For
IAI Certificates


8 For
Rule 144A Certificates


9 For
Regulation S Certificates 


10 For
IAI Certificates



 






    A-9-4 


     

    

 


Park
Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”), and Park Bridge Lender Services LLC, as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-E, Class X-F,
Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class S and
Class R Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class D Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class D Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    A-9-5 


     

    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-9-6 


     

    

 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto;
(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests; and (xiv) the proceeds of the foregoing (other than
any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts,
to the extent such interest belongs to the related Borrower). For the avoidance of doubt, no Retained Defeasance Rights and Obligations
will be an asset of the Trust. As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the
above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 






    A-9-7 


     

    

 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid
or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC that would be a claim against the Trust
Fund or either Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to


 






    A-9-8 


     

    

 


modify,
eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by
a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced
by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by confirmation of the
applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement
relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in
any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5


 






    A-9-9 


     

    

 


Information
Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to
the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or a Serviced Whole Loan which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby or which are required to be distributed
                                         to any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered



 






    A-9-10 


     

    

 


			satisfied
                                         in the same manner as any Rating Agency Confirmation may be considered satisfied with
                                         respect to the Certificates).





 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such
date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all
property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date



 






    A-9-11 


     

    

 


			(less
                                         any P&I Advances previously made on account of interest); and





 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates
and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class
X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class
S and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling
and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust


 






    A-9-12 


     

    

 


created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-9-13 


     

    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class D Certificate to be duly executed.


 


Dated:
December 8, 2016


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate
of Authentication


 


This
is one of the Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
December 8, 2016 


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 






    A-9-14 


     

    

 


EXHIBIT
A-10


 


FORM
OF CLASS E [RULE 144A]1 [REG S]2 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]3


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED
INVESTORS, OR (4) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 





 




 1 For
Rule 144A Global Certificates only.  


2 For
Reg S Global Certificates only. 


3 Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 






    A-10-1 


     

    

 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1
TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT
MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER
CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.


 






    A-10-2 


     

    

 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR
LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE
COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF
ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE
DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING
THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY
SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR
EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i)
TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH
AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS
AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY.
THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH
AS DEFINED IN THE POOLING


 






    A-10-3 


     

    

 


AND
SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE
ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES
WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY
SIMILAR EXEMPTION UNDER SIMILAR LAW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 







4 For
Reg S Global Certificates only.


 






    A-10-4 


     

    

 


CD
2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS E


 





	Class E Pass-Through Rate:
    2.750%	 	CUSIP:	12515A
                           AQ35

        U1251Q
        AH66

        12515A
        AR17

	 	 	 	 
	 	 	ISIN:	US12515AAQ318

        USU1251QAH669

        US12515AAR1410

	 	 	 	 
	Original Aggregate Certificate Balance of the
    Class E Certificates: $28,043,158	 	Initial Certificate Balance of this
    Certificate: $[__]
	 	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business
    on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage
    Loan
	 	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: E-[__]







 


This
certifies that [_________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class E Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between
the Depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
KeyBank National Association, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”), paying agent and custodian,


 





 




5 For
Rule 144A Certificates


6 For
Regulation S Certificates 


7 For
IAI Certificates


8 For
Rule 144A Certificates


9 For
Regulation S Certificates 


10 For
IAI Certificates



 






    A-10-5 


     

    

 


Park
Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”), and Park Bridge Lender Services LLC, as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-E, Class X-F,
Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class S and
Class R Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class E Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017.


 


During
each Interest Accrual Period (as defined below), interest on the Class E Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    A-10-6 


     

    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-10-7 


     

    

 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto;
(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests; and (xiv) the proceeds of the foregoing (other than
any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts,
to the extent such interest belongs to the related Borrower). For the avoidance of doubt, no Retained Defeasance Rights and Obligations
will be an asset of the Trust. As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the
above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 






    A-10-8 


     

    

 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid
or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC that would be a claim against the Trust
Fund or either Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to


 






    A-10-9 


     

    

 


modify,
eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by
a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced
by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by confirmation of the
applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement
relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in
any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5


 






    A-10-10 


     

    

 


Information
Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to
the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or a Serviced Whole Loan which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby or which are required to be distributed
                                         to any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered



 






    A-10-11 


     

    

  


			satisfied
                                         in the same manner as any Rating Agency Confirmation may be considered satisfied with
                                         respect to the Certificates).





 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such
date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all
property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date



 






    A-10-12 


     

    

 





			(less
                                         any P&I Advances previously made on account of interest); and


 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates
and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class
X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class
S and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling
and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust


 






    A-10-13 


     

    

 


created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-10-14 


     

    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class E Certificate to be duly executed.


 


Dated:
December 8, 2016


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate
of Authentication


 


This
is one of the Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
December 8, 2016


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    A-10-15 


     

    

 



EXHIBIT A-11


 


FORM OF CLASS F [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 





 



 


1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




 






    A-11-1 


     


    

 


THE INITIAL INVESTOR IN THIS CERTIFICATE, AND
EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER
AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE
IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR,
AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 






    A-11-2 


     


    

 


THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED BY
A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF
SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH AN ENTITY
SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS
MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY.
THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH
AS DEFINED IN THE POOLING


 






    A-11-3 


     


    

 


AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF
OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD
BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND
III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 



 


4
For Reg S Global Certificates only.


 




    A-11-4 


     


    

 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS F


 


	Class F Pass-Through Rate: 2.750%	 	
        CUSIP:    12515A AS95

        U1251Q AJ26

        12515A AT77

         

        ISIN:       US12515AAS968

        USU1251QAJ239

        US12515AAT7910

         

	Original Aggregate Certificate Balance of the Class F Certificates:
    $10,972,632	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: F-[__]


 


This certifies that [_____] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian,


 





 



 


5
For Rule 144A Certificates





6
For Regulation S Certificates





7
For IAI Certificates





8
For Rule 144A Certificates





9
For Regulation S Certificates





10
For IAI Certificates


 







    A-11-5 


     


    

 


Park
Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”), and Park Bridge Lender Services LLC, as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-E, Class X-F,
Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class S and
Class R Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017.


 


During each Interest Accrual
Period (as defined below), interest on the Class F Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    A-11-6 


     


    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-11-7 


     


    

 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 






    A-11-8 


     


    

 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to


 






    A-11-9 


     


    

 


modify,
eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by
a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced
by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by confirmation of the
applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement
relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in
any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5


 






    A-11-10 


     


    

 


Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would
be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered 



 






    A-11-11 


     


    

 


satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).


 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date 



 






    A-11-12 


     


    

 


(less any P&I Advances previously made on account of interest); and


 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust


 






    A-11-13 


     


    

 


created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-11-14 


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class F Certificate to be duly executed.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  


Certificate of Authentication


 


This is one of the Class F Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-11-15 


     


    

 


EXHIBIT A-12


 


FORM OF CLASS G [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 





 



 


1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




 






    A-12-1 


     


    

 


THE INITIAL INVESTOR IN THIS CERTIFICATE, AND
EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER
AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE
IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR,
AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 






    A-12-2 


     


    

 


THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED BY
A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF
SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH AN ENTITY
SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS
MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY.
THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH
AS DEFINED IN THE POOLING


 






    A-12-3 


     


    

 


AND
SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE
ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES
WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY
SIMILAR EXEMPTION UNDER SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 



 


4
For Reg S Global Certificates only.


 




    A-12-4 


     


    

 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS G


 


	Class G Pass-Through Rate: 2.750%	 	
        CUSIP:    12515A AU45

        U1251Q AK96

        12515A AV27

         

        ISIN:        US12515AAU438

        USU1251QAK959

        US12515AAV2610

         

	Original Aggregate Certificate Balance of the Class G
    Certificates: $37,797,120	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: G-[__]


 


This certifies that [_____] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian,


 





 



 


5
For Rule 144A Certificates





6
For Regulation S Certificates





7
For IAI Certificates





8
For Rule 144A Certificates





9
For Regulation S Certificates





10
For IAI Certificates




 






    A-12-5 


     


    

 


Park
Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”), and Park Bridge Lender Services LLC, as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-E, Class X-F,
Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class S and
Class R Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017.


 


During each Interest Accrual
Period (as defined below), interest on the Class G Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    A-12-6 


     


    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-12-7 


     


    

 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 






    A-12-8 


     


    

 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to


 






    A-12-9 


     


    

 


modify,
eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by
a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced
by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by confirmation of the
applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement
relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in
any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5


 






    A-12-10 


     


    

 


Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would
be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered 



 






    A-12-11 


     


    

 


satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).


 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date 



 






    A-12-12 


     


    

 


(less any P&I Advances previously made on account of interest); and


 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust


 






    A-12-13 


     


    

 


created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-12-14 


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class G Certificate to be duly executed.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class G Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  




    A-12-15 


     


    

 


EXHIBIT A-13


 


FORM OF CLASS X-A CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-A CERTIFICATE WILL
BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-A CERTIFICATES AND WILL NOT BE ENTITLED TO
ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-A CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED,


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    A-13-1 


     


    

 


RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-13-2 


     


    

 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS X-A


 


	Class X-A Pass-Through Rate: Variable	 	
        CUSIP:    12515A BF6

         

        ISIN:        US12515ABF66

         

	Original Aggregate Certificate Balance of the Class X-A Certificates:
    $721,789,474	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: X-A-[_]


 


This certifies that [_____] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






    A-13-3 


     


    

 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest Accrual
Period (as defined below), interest on the Class X-A Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record


 






    A-13-4 


     


    

 


Date
(which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or (ii) otherwise,
by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow


 






    A-13-5 


     


    

 


Accounts,
and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts,
the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any
REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x)
a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in
all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the
Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the
Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower).
For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling
and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any


 






    A-13-6 


     


    

 


transfer
to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the
Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee
to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection
with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement
restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related


 






    A-13-7 


     


    

 


to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement
any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies;
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any
Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate
Administrator’s Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided
in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing


 






    A-13-8 


     


    

 


Agreement
or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no
such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan


 






    A-13-9 


     


    

 


Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding


 






    A-13-10 


     


    

 


Certificates
(other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken
an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class X-G Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement
by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom,
living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-13-11 


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class X-A Certificate to be duly executed.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate of Authentication


 


This is one of the Class X-A
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  




    A-13-12 


     


    

 


EXHIBIT A-14


 


FORM OF CLASS X-B [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 





 



 


1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




 






    A-14-1 


     


    

 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE
REGISTRAR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER
IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-B CERTIFICATE WILL
BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-B CERTIFICATES AND WILL NOT BE ENTITLED TO
ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-B CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED


 






    A-14-2 


     


    

 


STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 



 


4
For Reg S Global Certificates only.


 




    A-14-3 


     


    

 


CD 2016-CD2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-B


 


	
        Class X-B Pass-Through Rate: Variable

         
	 	
        CUSIP:   12515A AA85

        U1251Q AA16

        12515A AB67

         

        ISIN:       US12515AAA888

        USU1251QAA149

        US12515AAB6110

         

	Original Aggregate Notional Balance of the Class X-B Certificates:
    $76,811,579	 	Initial Notional Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: X-B-[__]


 


This certifies that [_____] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian,


 





 



 


5
For Rule 144A Certificates





6
For Regulation S Certificates





7
For IAI Certificates





8
For Rule 144A Certificates





9
For Regulation S Certificates





10
For IAI Certificates




 






    A-14-4 


     


    

 


Park
Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”), and Park Bridge Lender Services LLC, as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-E, Class X-F,
Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class S and
Class R Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest Accrual
Period (as defined below), interest on the Class X-B Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    A-14-5 


     


    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-14-6 


     


    

 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 






    A-14-7 


     


    

 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to


 






    A-14-8 


     


    

 


modify,
eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by
a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced
by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by confirmation of the
applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement
relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in
any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5


 






    A-14-9 


     


    

 


Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would
be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered 



 






    A-14-10 


     


    

 


satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).


 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date 



 






    A-14-11 


     


    

 


(less any P&I Advances previously made on account of interest); and


 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust


 






    A-14-12 


     


    

 


created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-14-13 


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class X-B Certificate to be duly executed.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class X-B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-14-14 


     


    

 


EXHIBIT A-15


 


FORM OF CLASS X-D [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 





 



 


1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




 






    A-15-1 


     


    

 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-D CERTIFICATE WILL
BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-D CERTIFICATES AND WILL NOT BE ENTITLED TO
ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-D CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE


 






    A-15-2 


     


    

 


OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4




 


 





 



 


4
For Reg S Global Certificates only.


 






    A-15-3 


     


    

 


CD 2016-CD2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-D


 


	Class X-D Pass-Through Rate: Variable	 	
        CUSIP:   12515A AE05

        U1251Q AC76

        12515A AF77

         

        ISIN:       US12515AAE018

        USU1251QAC799

        US12515AAF7510

         

	Original Aggregate Notional Balance of the Class X-D
    Certificates: $57,304,211	 	Initial Notional Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: X-D-[__]


 


This certifies that [_____] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian,


 





 



 


5
For Rule 144A Certificates





6
For Regulation S Certificates





7
For IAI Certificates





8
For Rule 144A Certificates





9
For Regulation S Certificates





10
For IAI Certificates




 






    A-15-4 


     


    

 


Park
Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”), and Park Bridge Lender Services LLC, as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-E, Class X-F,
Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class S and
Class R Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest Accrual
Period (as defined below), interest on the Class X-D Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    A-15-5 


     


    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-15-6 


     


    

 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 






    A-15-7 


     


    

 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to


 






    A-15-8 


     


    

 


modify,
eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by
a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced
by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by confirmation of the
applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement
relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in
any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5


 






    A-15-9 


     


    

 


Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would
be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered 



 






    A-15-10 


     


    

 


satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).


 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date 



 






    A-15-11 


     


    

 


(less any P&I Advances previously made on account of interest); and


 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust


 






    A-15-12 


     


    

 


created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-15-13 


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class X-D Certificate to be duly executed.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate of Authentication


 


This is one of the Class X-D
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  




    A-15-14 


     


    

 



EXHIBIT A-16


 


FORM OF CLASS X-E [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 





 






1
For Rule 144A Global Certificates only.


2
For Reg S Global Certificates only.


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.







 






    A-16-1


     


    

 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-E CERTIFICATE WILL
BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-E CERTIFICATES AND WILL NOT BE ENTITLED TO
ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-E CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED BY
A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING


 






    A-16-2


     


    

 


PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF
SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH AN ENTITY
SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS
MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY.
THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH
AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF
OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD
BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND
III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE


 






    A-16-3


     


    

 


MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4




 


 





 



4
For Reg S Global Certificates only.


 






    A-16-4


     


    

 


CD 2016-CD2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-E


 


	Class X-E Pass-Through Rate: Variable	 	
        CUSIP:     12515A AG55

        U1251Q AD56

        12515A AH37

        

        

         

        ISIN:         US12515AAG588

        USU1251QAD529

        US12515AAH3210

         

	Original Aggregate Notional Balance of the Class X-E Certificates:
    $28,043,158	 	Initial Notional Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026		No.: X-E-[__]


 


This certifies that [______] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian,


 





 






5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates


 






    A-16-5


     


    

 


Park
Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”), and Park Bridge Lender Services LLC, as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-E, Class X-F,
Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class S and
Class R Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest Accrual
Period (as defined below), interest on the Class X-E Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    A-16-6


     


    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-16-7


     


    

 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 






    A-16-8


     


    

 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to


 






    A-16-9


     


    

 


modify,
eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or
add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the
then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies; provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel,
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by confirmation of the applicable Rating
Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the
Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not
continuing, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for
such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of either Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of
the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of
any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5


 






    A-16-10


     


    

 


Information Provider for posting to the 17g-5
Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate
Administrator’s Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement
to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the
extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or a Serviced Whole Loan which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered 



 






    A-16-11


     


    

 


satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).


 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date 



 






    A-16-12


     


    

 


(less
any P&I Advances previously made on account of interest); and


 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust


 






    A-16-13


     


    

 


created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-16-14


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class X-E Certificate to be duly executed.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 



Certificate of Authentication


 


This is one of the Class X-E
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-16-15


     


    


 


EXHIBIT A-17


 


FORM OF CLASS X-F [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 





 









1 For Rule 144A Global Certificates
only.


2 For Reg S Global Certificates only.


3 Legend required as long as DTC is
the Depository under the Pooling and Servicing Agreement.




 






    A-17-1


     


    

 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-F CERTIFICATE WILL
BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-F CERTIFICATES AND WILL NOT BE ENTITLED TO
ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-F CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED BY
A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING


 






    A-17-2


     


    

 


PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF
SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH AN ENTITY
SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS
MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY.
THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH
AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF
OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD
BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND
III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE


 






    A-17-3


     


    

 


MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 









4 For Reg S Global Certificates only. 


 






    A-17-4


     


    

 


CD 2016-CD2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-F


 


	Class X-F Pass-Through Rate: Variable	 	
        CUSIP:    12515A AJ95

        U1251Q AE36

        12515A AK67

        

        

         

        ISIN:        US12515AAJ978

        USU1251QAE369

        US12515AAK6010

         

	Original Aggregate Notional Balance of the Class X-F Certificates:
    $10,972,632	 	Initial Notional Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: X-F-[__]


 


This certifies that [______] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian,


 





 






5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates







 






    A-17-5


     


    

 


Park
Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”), and Park Bridge Lender Services LLC, as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-E, Class X-F,
Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class S and
Class R Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest Accrual
Period (as defined below), interest on the Class X-F Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    A-17-6


     


    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-17-7


     


    

 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 






    A-17-8


     


    

 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to


 






    A-17-9


     


    

 


modify,
eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by
a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced
by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by confirmation of the
applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement
relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in
any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5


 






    A-17-10


     


    

 


Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would
be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered 



 






    A-17-11


     


    

 


satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).


 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date 



 






    A-17-12


     


    

 


(less
any P&I Advances previously made on account of interest); and


 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust


 






    A-17-13


     


    

 


created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-17-14


     


    


 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class X-F Certificate to be duly executed.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class X-F
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-17-15


     


    


 


EXHIBIT A-18


 


FORM OF CLASS X-G [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 





 






1 For Rule 144A Global Certificates
only.


2 For Reg S Global Certificates only.


3 Legend required as long as DTC is
the Depository under the Pooling and Servicing Agreement.




 






    A-18-1


     


    


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-G CERTIFICATE WILL
BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-G CERTIFICATES AND WILL NOT BE ENTITLED TO
ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-G CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED BY
A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING


 






    A-18-2


     


    

 


PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF
SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH AN ENTITY
SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS
MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY.
THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH
AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF
OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD
BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND
III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE


 






    A-18-3


     


    

 


MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4



 





 






4 For Reg S Global Certificates only.







 






    A-18-4


     


    

 


CD 2016-CD2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-G


 


	Class X-G Pass-Through Rate: Variable	 	
        CUSIP:     12515A AL45

        U1251Q AF06

        12515A AM27

        

        

         

        ISIN:         US12515AAL448

        USU1251QAF019

        US12515AAM2710

         

	Original Aggregate Notional Balance of the Class X-G Certificates:
    $37,797,120	 	Initial Notional Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: X-G-[__]


 


This certifies that [______] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian,


 





 






5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates







 






    A-18-5


     


    

 


Park
Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”), and Park Bridge Lender Services LLC, as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-E, Class X-F,
Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class V1-E, Class V2, Class S and
Class R Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial ownership of “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest Accrual
Period (as defined below), interest on the Class X-G Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    A-18-6


     


    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-18-7


     


    

 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 






    A-18-8


     


    

 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to


 






    A-18-9


     


    

 


modify,
eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by
a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced
by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by confirmation of the
applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement
relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in
any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5


 






    A-18-10


     


    

 


Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would
be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered 



 






    A-18-11


     


    

 


satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).


 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date 



 






    A-18-12


     


    

 


(less
any P&I Advances previously made on account of interest); and


 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust


 






    A-18-13


     


    

 


created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-18-14


     


    


 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class X-G Certificate to be duly executed.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate of Authentication


 


This is one of the Class X-G
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


  




    A-18-15


     


    


 


EXHIBIT A-19


 


FORM OF CLASS R CERTIFICATE


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A “RESIDUAL INTEREST” IN THREE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE
TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF
SUCH PERSON OR ANY OTHER U.S. PERSON, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY
ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY
BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE
IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE
THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION
1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY
SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO PAY A SPECIFIED AMOUNT TO THE


 






    A-19-1


     


    

 


PROPOSED TRANSFEREE
OR TRANSFER TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.


 


THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS “TAX MATTERS PERSON” AND “PARTNERSHIP REPRESENTATIVE”
WITHIN THE MEANING OF SECTION 6223 OF THE CODE (TO THE EXTENT SUCH PROVISION IS APPLICABLE TO THE TRUST REMICS) OF THE TRUST REMICS
AND TO THE APPOINTMENT OF THE CERTIFICATE ADMINISTRATOR AS ATTORNEY IN FACT AND AGENT FOR THE TAX MATTERS PERSON AND “PARTNERSHIP
REPRESENTATIVE” OR AS OTHERWISE PROVIDED IN THE POOLING AND SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A “TAX
MATTERS PARTNER” AND “PARTNERSHIP REPRESENTATIVE” FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF
THE CODE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE, AND
EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER
AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE
IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR,
AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A.


 






    A-19-2


     


    

 


THIS CERTIFICATE SHOULD NOT BE PURCHASED BY
A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE CODE, OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE
OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE
ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM
SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT. 


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 




    A-19-3


     


    


 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS R


 


	No.: R-1	 	Percentage Interest: [_]%
	 	 	
        CUSIP: 12515A AY61

         

        ISIN:     US12515AAY642



 


This certifies that [______] is the
registered owner of the Percentage Interest evidenced by this Certificate in the Class R Certificates issued by the Trust Fund.
The Class R Certificateholder is not entitled to interest or principal distributions. The Class R Certificateholder will be entitled
to receive the proceeds of the remaining assets of the Upper-Tier REMIC, if any, on the Final Scheduled Distribution Date for the
Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions in
reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there
will be any assets remaining in the Upper-Tier REMIC or Trust Fund on the Final Scheduled Distribution Date following the distributions
on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 





 









1 For Rule 144A Certificates


2 For Rule 144A Certificates







 






    A-19-4


     


    

 


This Class R Certificate represents
the sole “residual interest” in a “real estate mortgage investment conduit”, as those terms are defined,
respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters
person” pursuant to Treasury Regulations Section 1.860F-4(d) and “partnership representative” (within the meaning
of Section 6223 of the Code, to the extent such provision is applicable to the Trust REMICs) for each Trust REMIC, and the Certificate
Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax
matters person” or “partnership representative”.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust


 






    A-19-5


     


    

 


and
of contacting such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 






    A-19-6


     


    

 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement


 






    A-19-7


     


    

 


or
any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions
to such extent as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust Fund or either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement
restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as
evidenced by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
Tax Person; (vi) to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change; provided that the required action shall not adversely affect in any material respect the
interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement
any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies;
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and


 






    A-19-8


     


    

 


Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any
Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate
Administrator’s Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided
in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such 



 






    A-19-9


     


    

 


Class
then-outstanding or such Companion Loan Noteholder, as applicable;


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 






    A-19-10


     


    

 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 






    A-19-11


     


    

 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom,
living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-19-12


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class R Certificate to be duly executed.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory




 


Certificate of Authentication


 


This is one of the Class R Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    A-19-13


     


    

 


EXHIBIT A-20


 


FORM OF CLASS S CERTIFICATE


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE, AND
EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER
AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE
IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR,
AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE


 






    A-20-1


     


    

 


MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED BY
A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED
TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT.


 




    A-20-2


     


    


 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS S


 


	No.: S-1	Percentage Interest: [_____]%
	 	 
	 	
        CUSIP:     12515A AW01

        U1251Q AL72

        12515A AX83

         

        ISIN:        US12515AAW094

        USU1251QAL785

        US12515AAX816

         



This certifies that [______] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 





 






1 For Rule 144A Certificates


2 For Regulation S Certificates


3 For IAI Certificates


4 For Rule 144A Certificates


5 For Regulation S Certificates


6 For IAI Certificates







 






    A-20-3


     


    

 


This Certificate represents a beneficial interest
in a portion of a grantor trust under subpart E, part I of subchapter J of the Internal Revenue Code of 1986, as amended (the “Code”),
which portion includes the Excess Interest and any proceeds thereof in the Excess Interest Distribution Account. Each Holder of
this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class S Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall


 






    A-20-4


     


    

 


not
have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates
shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate
steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. Subject to applicable
state escheatment laws, if within two years after the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof,
and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i)
its termination as Certificate Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor
Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders.
No interest shall accrue or be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator
may be invested in Permitted Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-


 






    A-20-5


     


    

 


Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided
in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions
to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee


 






    A-20-6


     


    

 


without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid
or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC that would be a claim against the Trust
Fund or either Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to
the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either
Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to
a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect
to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari
Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced
by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by


 






    A-20-7


     


    

 


confirmation of the
applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement
relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in
any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would
be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 






    A-20-8


     


    

 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the


 






    A-20-9


     


    

 


Trust
is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such
date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all
property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and


 






    A-20-10


     


    

 


Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom,
living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-20-11


     


    


 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class S Certificate to be duly executed.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class S Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016


 


	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory





 




    A-20-12


     


    


 



EXHIBIT A-21


 


FORM OF CLASS V1-A CERTIFICATE


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A BENEFICIAL INTEREST IN MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-21-1 


     


    

 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-A


 


	Class V1-A Pass-Through Rate: N/A. The Class V1-A Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-A Percentage Interest of the sum of the interest distributable on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A and Class A-M Regular Interests.	 	
        CUSIP:  12515A BK5

         

        ISIN:     US12515ABK51

         

	 	 	 
	Original Aggregate Certificate Balance of the Class V1-A
        Certificates: $721,789,474.
	 	 
	 	 	 
	

        The original aggregate Certificate Balance of the Class V1-A Certificates
        is equal to the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A and Class
        A-M Regular Interests on the Closing Date (without giving effect to any exchanges on the Closing Date).

        
	 	Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: V1-A-[_]


 


This certifies that [________] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class V1-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate


 



    A-21-2 


     


    

 


administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial interest in multiple “regular interests” in a “real estate mortgage investment conduit”, as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class V1-A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest Accrual
Period (as defined below), interest on the Class V1-A Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The


 



    A-21-3 


     


    

 


“Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 



    A-21-4 


     


    

 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 



    A-21-5 


     


    

 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to


 



    A-21-6 


     


    

 


modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement
restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect
in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5


 



    A-21-7 


     


    

 


Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered 



 



    A-21-8 


     


    

 


	 	 	satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date 



 



    A-21-9 


     


    

 


	 	 	(less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator
and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no
event shall the trust


 



    A-21-10 


     


    

 


created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the
date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-21-11 


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class V1-A Certificate to be duly executed.


 


Dated: December 8, 2016



	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory








 


Certificate of Authentication


 


This is one of the Class V1-A
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016




	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory




 




    A-21-12 


     


    

 


EXHIBIT A-22


 


FORM OF CLASS V1-B [RULE 144A]1
[REG S]2 CERTIFICATE


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE, AND
EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER
AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE
IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR,
AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A.


 


 






1
For Rule 144A Global Certificates only.


2
For Reg S Global Certificates only.


 



    A-22-1 


     


    

 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A BENEFICIAL INTEREST IN MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED


 



    A-22-2 


     


    

 


STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]3


 


 






3
For Reg S Global Certificates only.


 



    A-22-3 


     


    

 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-B


 


	Class V1-B Pass-Through Rate: N/A. The Class V1-B Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-B Percentage Interest of the sum of the interest distributable on the Class X-B and Class B Regular Interests.	 	
        CUSIP: 12515A BL34

                      U1251Q AN35

                      12515A BM16

         

        ISIN:     US12515ABL357

                      USU1251QAN358

                      US12515ABM189

         

	
        Original Aggregate
        Certificate Balance of the Class V1-B Certificates: $76,811,579.

         

        The original aggregate Certificate Balance of the Class V1-B Certificates
        is equal to the aggregate Certificate Balance of the Class X-B and Class B Regular Interests on the Closing Date (without giving
        effect to any exchanges on the Closing Date).

        
	 	Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: V1-B-[__]


 


This certifies that [________] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class V1-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


 






4
For Rule 144A Certificates


5
For Regulation S Certificates


6
For IAI Certificates


7
For Rule 144A Certificates


8
For Regulation S Certificates


9
For IAI Certificates


 



    A-22-4 


     


    

 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial interest in multiple “regular interests” in a “real estate mortgage investment conduit”, as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class V1-B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017.


 


During each Interest Accrual
Period (as defined below), interest on the Class V1-B Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 



    A-22-5 


     


    

 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be


 



    A-22-6 


     


    

 


invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in


 



    A-22-7 


     


    

 


authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received


 



    A-22-8 


     


    

 


an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement
restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment


 



    A-22-9 


     


    

 


shall not adversely affect
in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without
the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each



 



    A-22-10 


     


    

 


	 	 	Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 



    A-22-11 


     


    

 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator and
the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date
following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance
with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates
for the Mortgage


 



    A-22-12 


     


    

 


Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on
any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement
of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-22-13 


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class V1-B Certificate to be duly executed.


 


Dated: December 8, 2016



	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory





 


Certificate of Authentication


 


This is one of the Class V1-B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016



	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory





 




    A-22-14 


     


    

 


EXHIBIT A-23


 


FORM OF CLASS V1-C CERTIFICATE


  


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE


 


 



 


 



    A-23-1 


     


    

 


 


GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


  


THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A BENEFICIAL INTEREST IN MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


 



 


 


    A-23-2 


     


    

 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-C


 


	Class V1-C Pass-Through Rate: N/A. The Class V1-C Certificates will be entitled to receive the Class V1-C Percentage Interest of the sum of the interest distributable on the Class C Regular Interest.	 	
        CUSIP:  12515A
BW9 

         

        ISIN:     US12515
        ABW99 

	
        Original Aggregate Certificate Balance of the Class V1-C
        Certificates: $42,673,684.

         

        The original aggregate Certificate Balance of the Class V1-C Certificates
        is equal to the Certificate Balance of the Class C Regular Interests on the Closing Date (without giving effect to any exchanges
        on the Closing Date).

        
	 	Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: V1-C-[__]


 


This certifies that [________] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class V1-C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


 



 


 



    A-23-3 


     


    

 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial interest in multiple “regular interests” in a “real estate mortgage investment conduit”, as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class V1-C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017.


 


During each Interest Accrual
Period (as defined below), interest on the Class V1-C Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 



    A-23-4 


     


    

 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be


 



    A-23-5 


     


    

 


invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in


 



    A-23-6 


     


    

 


authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received


 



    A-23-7 


     


    

 


an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement
restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment


 



    A-23-8 


     


    

 


shall not adversely affect
in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without
the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each



 



    A-23-9 


     


    

 


	 	 	Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 



    A-23-10 


     


    

 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator and
the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date
following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance
with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates
for the Mortgage


 



    A-23-11 


     


    

 


Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on
any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement
of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-23-12 


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class V1-C Certificate to be duly executed.


 


Dated: December 8, 2016



	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory






 


Certificate of Authentication


 


This is one of the Class V1-C
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016



	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory




 




    A-23-13 


     


    

 


EXHIBIT A-24


 


FORM OF CLASS V1-D [RULE 144A]1
[REG S]2 CERTIFICATE


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE, AND
EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER
AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE
IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR,
AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A.


 


 



 

1
For Rule 144A Global Certificates only.


2
For Reg S Global Certificates only.


 



    A-24-1 


     


    

 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A BENEFICIAL INTEREST IN MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED


 



    A-24-2 


     


    

 


STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]3


 


 



 


3
For Reg S Global Certificates only.

 


    A-24-3 


     


    

 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-D


 


	Class V1-D Pass-Through Rate: N/A. The Class V1-D Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-D Percentage Interest of the sum of the interest distributable on the Class X-D and Class D Regular Interests.	 	
        CUSIP: 12515A BQ24

                      U1251Q AQ65

                      12515A BR06

         

        ISIN:     US12515ABQ227

                      USU1251QAQ658

                      US12515ABR059

         

	
        Original Aggregate
        Certificate Balance of the Class V1-D Certificates: $57,304,211.

         

        The original aggregate Certificate Balance of the Class V1-D Certificates
        is equal to the aggregate Certificate Balance of the Class X-D and Class D Regular Interests on the Closing Date (without giving
        effect to any exchanges on the Closing Date).

         
	 	Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: V1-D-[__]


 


This certifies that [_____] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class V1-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


 



 


4
For Rule 144A Certificates


5
For Regulation S Certificates


6
For IAI Certificates


7
For Rule 144A Certificates


8
For Regulation S Certificates


9
For IAI Certificates


 


    A-24-4 


     


    

 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial interest in multiple “regular interests” in a “real estate mortgage investment conduit”, as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class V1-D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017.


 


During each Interest Accrual
Period (as defined below), interest on the Class V1-D Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 



    A-24-5 


     


    

 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be


 



    A-24-6 


     


    

 


invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in


 



    A-24-7 


     


    

 


authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or
either Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the
Certificate Administrator have received


 



    A-24-8 


     


    

 


an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement
restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment


 



    A-24-9 


     


    

 


shall not adversely affect
in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without
the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each



 



    A-24-10 


     


    

 


	 	 	Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 



    A-24-11 


     


    

 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator and
the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date
following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance
with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates
for the Mortgage


 



    A-24-12 


     


    

 


Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on
any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement
of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-24-13 


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class V1-D Certificate to be duly executed.


 


Dated: December 8, 2016



	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory






 


Certificate of Authentication


 


This is one of the Class V1-D
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016




	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory





 




    A-24-14 


     


    


 


EXHIBIT A-25


 


FORM OF CLASS V1-E [RULE 144A]1
[REG S]2 CERTIFICATE


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE, AND
EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER
AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE
IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR,
AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A.


 





 



 


1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.




 






    A-25-1 


     


    

 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED BY
A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE


 






    A-25-2 


     


    

 


INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF
SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH AN ENTITY
SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS
MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY.
THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH
AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF
OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD
BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND
III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS (i) A BENEFICIAL INTEREST IN MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE


 






    A-25-3 


     


    

 


DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D AND (ii) A BENEFICIAL INTEREST IN THE EXCESS INTEREST
AND PROCEEDS THEREOF IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]3


 





 



 


3
For Reg S Global Certificates only.


 




    A-25-4 


     


    

 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-E


 


	Class V1-E Pass-Through Rate: N/A. The Class V1-E Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-E Percentage Interest of the sum of the interest distributable on the Class X-E, Class X-F, Class X-G, Class E, Class F and Class G Regular Interests.	 	
        CUSIP:    12515A BS84

        U1251Q AR45

        12515A BT66

         

        ISIN:       US12515ABS877

        USU1251QAR498

        US12515ABT609

         

	
        Original Aggregate Certificate Balance of the Class V1-E
        Certificates: $76,812,910.

         

        The original aggregate Certificate Balance of the Class V1-E Certificates
        is equal to the aggregate Certificate Balance of the Class X-E, Class X-F, Class X-G, Class E, Class F and Class G Regular Interests
        on the Closing Date (without giving effect to any exchanges on the Closing Date).

         
	 	 

                                                                                Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)

	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: V1-E-[__]


 


This certifies that [ ] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class V1-E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 





 



 


4
For Rule 144A Certificates





5
For Regulation S Certificates





6
For IAI Certificates





7
For Rule 144A Certificates





8
For Regulation S Certificates





9
For IAI Certificates




 






    A-25-5 


     


    

 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents (i)
a beneficial interest in multiple “regular interests” in a “real estate mortgage investment conduit”, as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended and (ii)
a beneficial interest in the Excess Interest and proceeds thereof in the Excess Interest Distribution Account. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class V1-E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017.


 






    A-25-6 


     


    

 


During each Interest Accrual
Period (as defined below), interest on the Class V1-E Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and


 






    A-25-7 


     


    

 


Servicing
Agreement or by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate
Administrator may be invested in Permitted Investments and all income and gain realized from investment of such funds shall accrue
for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of


 






    A-25-8 


     


    

 


this
Certificate, subject to the requirements in Article V of the Pooling and Servicing Agreement, the Certificate Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more
new Certificates in authorized denominations of a like aggregate denomination as the Certificate being surrendered. Such Certificates
shall be delivered by the Certificate Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at


 






    A-25-9 


     


    

 


all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either
Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a)
such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any
such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement
any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies;
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied 


 






    A-25-10 


     


    

 


in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; and (x) to modify, eliminate or add to
any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for
use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 






    A-25-11 


     


    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 






    A-25-12 


     


    

 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator and
the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date
following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance
with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates
for the Mortgage


 






    A-25-13 


     


    

 


Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by
the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-25-14 


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class V1-E Certificate to be duly executed.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate of Authentication


 


This is one of the Class V1-E
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  




    A-25-15 


     


    

 


EXHIBIT A-26


 


FORM OF CLASS V2 [RULE 144A]1
[REG S]2 CERTIFICATE


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE, AND
EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER
AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE
IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR,
AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A.


 





 



 


1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.




 






    A-26-1 


     


    

 


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF
THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE
CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE GROUP
OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.


 


TRANSFERS AND EXCHANGES OF PORTIONS OF THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED BY
A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE


 






    A-26-2 


     


    

 


INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF
SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH AN ENTITY
SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS
MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY.
THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH
AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF
OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD
BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND
III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS (i) A BENEFICIAL INTEREST IN MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE


 






    A-26-3 


     


    

 


DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D AND (ii) A BENEFICIAL INTEREST IN THE EXCESS INTEREST
AND PROCEEDS THEREOF IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]3


 





 



 


3
For Reg S Global Certificates only.


 




    A-26-4 


     


    

 


CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V2


 


	Class V2 Pass-Through Rate: N/A. The Class V2 Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V2 Percentage Interest of the sum of the interest distributable on the Regular Interests.	 	
        CUSIP:    12515A BU34

        U1251Q AS25

        12515A BV16

         

        ISIN:       US12515ABU347

        USU1251QAS228

        US12515ABV179

         

	
        Original Aggregate Certificate Balance of the Class V2
        Certificates: $975,391,857.

         

        The original aggregate Certificate Balance of the Class V2 Certificates
        is equal to the aggregate of the Regular Interests on the Closing Date (without giving effect to any exchanges on the Closing Date).

         
	 	 

                                                                                Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)

	First Distribution Date: January 12, 2017	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2016 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2026	 	No.: V2-[__]


 


This certifies that [_____] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class V2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 





 



 


4
For Rule 144A Certificates





5
For Regulation S Certificates





6
For IAI Certificates





7
For Rule 144A Certificates





8
For Regulation S Certificates





9
For IAI Certificates




 






    A-26-5 


     


    

 


The Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor
(in such capacity, the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) provides for the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class
X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V1-A, Class V1-B, Class V1-C, Class V1-D, Class
V1-E, Class V2, Class S and Class R Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents (i)
a beneficial interest in multiple “regular interests” in a “real estate mortgage investment conduit”, as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended and (ii)
a beneficial interest in the Excess Interest and proceeds thereof in the Excess Interest Distribution Account. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class V2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in January 2017.


 






    A-26-6 


     


    

 


During each Interest Accrual
Period (as defined below), interest on the Class V2 Certificates will be calculated based on a 360-day year consisting of twelve
30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and


 






    A-26-7 


     


    

 


Servicing
Agreement or by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate
Administrator may be invested in Permitted Investments and all income and gain realized from investment of such funds shall accrue
for its benefit.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Regular Interests;
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be an asset of the Trust. As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of


 






    A-26-8 


     


    

 


this
Certificate, subject to the requirements in Article V of the Pooling and Servicing Agreement, the Certificate Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more
new Certificates in authorized denominations of a like aggregate denomination as the Certificate being surrendered. Such Certificates
shall be delivered by the Certificate Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in
Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the provisions
of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code
at


 






    A-26-9 


     


    

 


all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either
Trust REMIC that would be a claim against the Trust Fund or either Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a)
such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any
such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement
any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies;
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC
as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied


 






    A-26-10 


     


    

 


in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any
Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate
Administrator’s Website; and (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided
in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or a Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 






    A-26-11 


     


    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or to prevent
the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided
that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect
the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary
to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations.


 


The Certificateholder owning
a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option, the Special
Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the
Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master
Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice Date (defined
as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 






    A-26-12 


     


    

 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling and
Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the
Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C and Class D Regular Interests is reduced to zero, the Sole Certificateholder shall have the right to
exchange all of the then-outstanding Certificates (other than (i) the Class X-E, Class X-F Certificates and Class X-G Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-E, Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates
(other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator and
the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date
following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance
with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates
for the Mortgage


 






    A-26-13 


     


    

 


Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by
the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-26-14 


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class V2 Certificate to be duly executed.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate of Authentication


 


This is one of the Class V2 Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: December 8, 2016


 





	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    A-26-15 


     


    






 





 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 




    B-1 


     

    

 





	CD 2016-CD2 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Servicing Fee Rate	Interest	 	 	 	 	 	 
	 	 	Mortgage Loan	 	 	 	 	 	Mortage	Original Principal	Cut-off Date 	Maturity Date	Due	Current Monthly	Master Servicing	Primary Servicing	Accrual 	Letter of 	 	Part of	Leasehold	Current Mezzanine	 
	ID	Loan Number	 Seller	Mortgage Loan Name	Street Address	City	State	Zip Code	Rate	Balance	Stated Principal Balance	or ARD	Date 	Debt Service	Fee Rate	Fee Rate	Method	Credit	Post-ARD Revised Rate	Loan Combination	Interest	or Subordinate Debt	Earnout/Holdback
	CGMRC1	1.00	CGMRC	8 Times Square & 1460 Broadway	8 Times Square & 1460 Broadway	New York	NY	10036	4.05000%	$100,000,000	$100,000,000.00	11/6/2026	6	             348,750.00 	0.00250%	0.00250%	Actual/360	None	 	Yes	Fee Simple	 	 
	CGMRC2	2.00	CGMRC	FedEx Ground Portfolio 	Various	Various	Various	Various	4.15800%	$85,000,000	$85,000,000.00	11/1/2026	1	             304,342.50 	0.00250%	0.00250%	Actual/360	None	 	Yes	Fee Simple	Yes	 
	CGMRC2.01	2.01	CGMRC	FedEx - Yonkers, NY	10 Herrmann Place	Yonkers	NY	10710	4.15800%	$36,381,237	$36,381,237.01	 	 	  	 	 	 	 	 	 	Fee Simple	 	 
	CGMRC2.02	2.02	CGMRC	FedEx - Elmsford, NY	300 Waterside Drive	Elmsford	NY	10523	4.15800%	$34,437,370	$34,437,370.06	 	 	  	 	 	 	 	 	 	Fee Simple	 	 
	CGMRC2.03	2.03	CGMRC	FedEx - Bridgeport, PA	601 River Road	Bridgeport	PA	19405	4.15800%	$14,181,393	$14,181,392.93	 	 	  	 	 	 	 	 	 	Fee Simple	 	 
	GACC3	3.00	GACC	229 West 43rd Street Retail Condo	229 West 43rd Street	New York	NY	10036	4.00550%	$75,000,000	$75,000,000.00	11/6/2026	6	             258,688.54 	0.00250%	0.00250%	Actual/360	None	 	Yes	Fee Simple	Yes	 
	GACC4	4.00	GACC	Prudential Plaza	130 East Randolph Street & 180 North Stetson Avenue	Chicago	IL	60601	4.61000%	$75,000,000	$75,000,000.00	8/6/2025	6	             297,729.17 	0.00250%	0.00250%	Actual/360	None	 	Yes	Fee Simple	 	 
	GACC5	5.00	GACC	10 Hudson Yards	10 Hudson Yards	New York	NY	10001	2.9833333%	$67,500,000	$67,500,000.00	8/6/2026	6	             173,406.25 	0.00250%	0.00125%	Actual/360	None	 	Yes	Fee Simple	Yes	 
	GACC6	6.00	GACC	Irvine Crossing	17871 Von Karman Avenue & 17836 Gillette Avenue	Irvine	CA	92614	4.38000%	$62,500,000	$62,500,000.00	9/6/2021	6	             235,729.17 	0.00250%	0.01250%	Actual/360	None	 	No	Fee Simple	 	 
	GACC7	7.00	GACC	60 Madison Avenue	60 Madison Avenue	New York	NY	10010	3.50000%	$55,000,000	$55,000,000.00	10/6/2026	6	             165,763.89 	0.00125%	0.00250%	Actual/360	None	 	Yes	Fee Simple	 	 
	GACC8	8.00	GACC	55 1/2 Greene Street	470 Broome Street	New York	NY	10013	4.15000%	$45,250,000	$45,250,000.00	11/6/2026	6	             161,705.90 	0.00250%	0.00250%	Actual/360	None	 	No	Fee Simple	 	 
	GACC9	9.00	GACC	Birch Run Premium Outlets	12240 South Beyer Road	Birch Run	MI	48415	4.20900%	$45,000,000	$45,000,000.00	2/6/2026	6	             163,098.75 	0.00250%	0.00250%	Actual/360	None	 	Yes	Fee Simple	 	 
	GACC10	10.00	GACC	Park Square Portland	100 Southwest Market Street & 1621 Southwest 1st Avenue	Portland	OR	97201	3.52200%	$42,400,000	$42,400,000.00	11/6/2026	6	             128,592.13 	0.00250%	0.01250%	Actual/360	None	 	No	Fee Simple	 	 
	CGMRC11	11.00	CGMRC	80 Park Plaza	80 Park Plaza	Newark	NJ	07102	4.45000%	$41,500,000	$41,500,000.00	10/6/2026	6	             159,025.69 	0.00250%	0.00250%	Actual/360	None	 	Yes	Fee Simple	 	 
	GACC12	12.00	GACC	667 Madison Avenue	667 Madison Avenue	New York	NY	10065	3.19900%	$40,000,000	$40,000,000.00	10/6/2026	6	             110,187.78 	0.00250%	0.00125%	Actual/360	None	 	Yes	Fee Simple	Yes	 
	GACC13	13.00	GACC	Starbucks Center	2401 & 2701 Utah Avenue South	Seattle	WA	98134	3.52400%	$35,000,000	$35,000,000.00	10/6/2026	6	             106,209.44 	0.00250%	0.00250%	Actual/360	None	From and after the Anticipated Repayment Date, the Starbucks Center Loan accrues interest at a fixed rate that is equal to the greater of (i) 5.5240% and (ii) the 10-year swap spread as of the Anticipated Repayment Date plus 4.0000%	Yes	Fee Simple	 	 
	GACC14	14.00	GACC	Airport Industrial Center	163 Rochester Drive	Louisville	KY	40214	4.19400%	$24,795,000	$24,795,000.00	11/6/2026	6	              89,547.14 	0.00250%	0.03250%	Actual/360	None	 	No	Leasehold	 	 
	GACC15	15.00	GACC	Sam Moon Center	9120 North Freeway	Fort Worth 	TX	76177	4.50000%	$24,650,000	$24,555,341.81	9/6/2026	6	             124,897.93 	0.00250%	0.00250%	Actual/360	None	 	No	Fee Simple	 	Yes - 3,014,472.22 or a portion of such amount to be released to borrower subject to conditions set forth in the loan documents.
	GACC16	16.00	GACC	Mills Fleet Farm	Various	Various	Various	Various	4.75000%	$20,000,000	$19,881,174.28 	7/6/2026	6	             104,329.47 	0.00250%	0.00250%	Actual/360	None	 	Yes	Fee Simple	 	 
	GACC16.01	16.01	GACC	Mills Fleet Farm - Fargo, ND	3730 36th Street South	Fargo	ND	58104	4.75000%	$4,806,278	$4,777,722.07 	 	 	  	 	 	 	 	 	 	Fee Simple	 	 
	GACC16.02	16.02	GACC	Mills Fleet Farm - Green Bay, WI	2460 Main Street	Green Bay	WI	54311	4.75000%	$4,786,660	$4,758,221.08 	 	 	  	 	 	 	 	 	 	Fee Simple	 	 
	GACC16.03	16.03	GACC	Mills Fleet Farm - Mankato, MN	1821 & 1850 Premier Drive	Mankato	MN	56001	4.75000%	$4,051,006	$4,026,937.36 	 	 	  	 	 	 	 	 	 	Fee Simple	 	 
	GACC16.04	16.04	GACC	Mills Fleet Farm - Hudson, WI	1001 Industrial Street	Hudson	WI	54016	4.75000%	$3,295,733	$3,276,152.34 	 	 	  	 	 	 	 	 	 	Fee Simple	 	 
	GACC16.05	16.05	GACC	Mills Fleet Farm - Marshfield, WI	1101 West Upham Street	Marshfield	WI	54449	4.75000%	$3,060,324	$3,042,141.43 	 	 	  	 	 	 	 	 	 	Fee Simple	 	 
	GACC17	17.00	GACC	Blossom Cove	11803-11889 & 11905-11995 Starcrest Drive	San Antonio	TX	78247	4.14800%	$15,800,000	$15,800,000.00	11/6/2026	6	              56,435.84 	0.00250%	0.00250%	Actual/360	None	 	No	Fee Simple	 	 
	CGMRC18	18.00	CGMRC	172 5th Avenue	172 5th Avenue	New York	NY	10010	4.23000%	$15,750,000	$15,750,000.00	11/6/2026	6	              57,369.38 	0.00250%	0.00250%	Actual/360	None	 	No	Fee Simple	 	 
	CGMRC19	19.00	CGMRC	Fox Chapel Shopping Center	19717 North Frederick Road	Germantown	MD	20876	3.85000%	$15,500,000	$15,500,000.00	11/6/2026	6	              51,386.81 	0.00250%	0.00250%	Actual/360	None	 	No	Fee Simple	 	 
	CGMRC20	20.00	CGMRC	12603 Southwest Freeway Office Building	12603 Southwest Freeway	Stafford	TX	77477	4.40000%	$13,125,000	$13,100,914.96	11/6/2026	6	              72,210.04 	0.00250%	0.00250%	Actual/360	None	 	No	Fee Simple	 	 
	GACC21	21.00	GACC	Hampton Inn & Suites - University of Central Florida	3450 Quadrangle Boulevard	Orlando	FL	32817	4.62000%	$10,000,000	$9,987,115.97	11/6/2026	6	              51,384.03 	0.00250%	0.03250%	Actual/360	None	 	No	Fee Simple	 	 
	GACC22	22.00	GACC	1025 Arch Street Philadelphia	1025 Arch Street	Philadelphia	PA	19017	4.50000%	$10,000,000	$9,986,831.47	11/6/2026	6	              50,668.53 	0.00250%	0.00250%	Actual/360	None	 	No	Fee Simple	 	 
	CGMRC23	23.00	CGMRC	Marriott Hilton Head Resort & Spa	1 Hotel Circle	Hilton Head Island	SC	29928	4.92000%	$10,000,000	$9,967,314.90	10/6/2026	6	              57,993.85 	0.00250%	0.00250%	Actual/360	None	 	Yes	Fee Simple	 	 
	GACC24	24.00	GACC	Avenue Mentry 2	27756 Avenue Mentry	Valencia	CA	91355	4.69000%	$8,400,000	$8,379,686.65	10/6/2026	6	              43,515.10 	0.00250%	0.00250%	Actual/360	None	 	No	Fee Simple	 	 
	CGMRC25	25.00	CGMRC	Amsdell Michigan Self Storage Portfolio 3.0	Various	Various	MI	Various	4.42000%	$8,150,000	$8,139,110.82 	11/6/2026	6	              40,908.35 	0.00250%	0.05000%	Actual/360	None	 	No	Fee Simple	 	 
	CGMRC25.01	25.01	CGMRC	Compass Self Storage - Roseville MI	29500 Hayes Road	Roseville	MI	48066	4.42000%	$5,200,000	$5,193,052.30 	 	 	  	 	 	 	 	 	 	Fee Simple	 	 
	CGMRC25.02	25.02	CGMRC	Compass Self Storage - East Lansing MI	4200 Hunsaker Drive	East Lansing	MI	48823	4.42000%	$2,950,000	$2,946,058.52 	 	 	  	 	 	 	 	 	 	Fee Simple	 	 
	GACC26	26.00	GACC	807 Montgomery Street	807 Montgomery Street	San Francisco	CA	94133	4.56000%	$7,800,000	$7,800,000.00	11/6/2026	6	              30,628.00 	0.00250%	0.00250%	Actual/360	None	 	No	Fee Simple	 	 
	CGMRC27	27.00	CGMRC	55 East 59th Street (Office Condo)	55 East 59th Street	New York	NY	10022	4.42000%	$6,392,650	$6,392,650.00	11/6/2026	6	              24,331.14 	0.00250%	0.00250%	Actual/360	None	 	No	Fee Simple	 	 
	GACC28	28.00	GACC	Hotel Portofino	111 Crescent Avenue	Avalon	CA	90704	5.53000%	$6,000,000	$5,993,469.64	11/6/2021	6	              34,180.36 	0.00250%	0.03250%	Actual/360	None	 	No	Fee Simple	 	 
	GACC29	29.00	GACC	Villages at Parker	10450, 10470, 10490 South Progress Way & 10510 Dransfeldt Road	Parker	CO	80134	4.21700%	$5,250,000	$5,230,792.45	10/6/2026	6	              28,344.33 	0.00250%	0.00250%	Actual/360	None	 	No	Fee Simple	 	 
	GACC30	30.00	GACC	Shopko West Valley City	4850 West 3500 South	West Valley	UT	84120	4.48000%	$5,000,000	$4,982,454.24	10/6/2026	6	              27,734.89 	0.00250%	0.00250%	Actual/360	None	 	No	Fee Simple	 	 






    	 	 



     


    

 


 





 


EXHIBIT C-1


 


FORM OF TRANSFEREE AFFIDAVIT


 


AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF THE

INTERNAL REVENUE CODE OF

1986, AS AMENDED 





	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	



 


                                     ,
being first duly sworn, deposes and says:


 


1.         That
he/she is a                                      
of                                      
(the “Purchaser”), a                                      
duly organized and existing under the laws of the State of                                      
on behalf of which he/she makes this affidavit.


 


2.         That
the Purchaser’s Taxpayer Identification Number is                             .


 


3.         That
the Purchaser of the CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class R (the “Class R
Certificate”) is a Permitted Transferee (as defined in Article I of the Pooling and Servicing Agreement, dated as of
December 1, 2016 (the “Pooling and Servicing Agreement”), entered into among Deutsche Mortgage & Asset
Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, KeyBank National Association,
as special servicer, Park Bridge Lender Services LLC, as operating advisor, Park
Bridge Lender Services LLC, as asset representations reviewer, Wilmington Trust,
National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian,
or is acquiring the Class R Certificate for the account of, or as agent (including as a broker, nominee, or other middleman) for,
a Permitted Transferee and has received from such person or entity an affidavit substantially in the form of this affidavit.


 


4.         That
the Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future
and the Purchaser intends to pay taxes associated with holding the Class R Certificate as they become due.


 


5.         That
the Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flow
generated by the Class R Certificate.


 


6.         That
the Purchaser will not transfer the Class R Certificate to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit or as to which the Purchaser has actual knowledge that the requirements set forth in
paragraph 3, paragraph 4 or paragraph 7 hereof are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.


 






    C-1-1 


     

    

 





 


7.            That
the Purchaser is not a Disqualified Non-U.S. Tax Person and is not purchasing the Class R Certificate for the account of, or as
an agent (including as a broker, nominee or other middleman) for, a Disqualified Non-U.S. Tax Person and is otherwise a Permitted
Transferee.


 


8.       
    That the Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further
effectuate the restrictions on transfer of the Class R Certificate to a “disqualified organization,” an agent
thereof, or a person that does not satisfy the requirements of paragraph 4, paragraph 7 and paragraph 11 hereof.


 


9.            That,
if a “tax matters person” or “partnership representative” is required to be designated with respect to
the Trust REMICs and the Prudential Plaza Loan REMIC, the Purchaser agrees to act as “tax matters person” and to perform
the functions of “tax matters partner” or “partnership representative” of the Trust REMICs and the Prudential
Plaza Loan REMIC pursuant to Section 4.04 of the Pooling and Servicing Agreement, and agrees to the irrevocable designation of
the Certificate Administrator as the Purchaser’s agent in performing the function of “tax matters person” and
“tax matters partner” or “partnership representative”.


 


10.          The
Purchaser agrees to be bound by and to abide by the provisions of Section 5.02 of the Pooling and Servicing Agreement concerning
registration of the transfer and exchange of the Class R Certificate.


 


11.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.


 


12.          Check
the applicable paragraph:


 


☐           The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)         the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)        the
present value of the expected future distributions on such Certificate; and


 


(iii)       the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Code Section 11(b) (but the tax rate in Code
Section 55(b)(1)(B) may be used in lieu of the highest rate specified in Code Section 11(b) if the Purchaser has been subject to
the alternative minimum tax under Code Section 55 in the preceding two years and will compute its taxable income in the current
taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short
term Federal rate prescribed by Code Section 1274(d) for the month of the transfer and the compounding period used by the Purchaser.


 






    C-1-2 


     

    

 





 


☐          The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Section 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)         the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)        at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Section 1.860E-1(c)(4)(i), (ii) and
(iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None
of the above.


 


Capitalized terms used
but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be executed on its behalf by its                                            
this          day of                        ,
20     .


 





	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    C-1-3 


     

    

 





 


Personally appeared before
me the above named                                 ,
known or proved to me to be the same person who executed the foregoing instrument and to be the of the Purchaser, and acknowledged
to me that he/she executed the same as his/her free act and deed and the free act and deed of the Purchaser.


 


Subscribed and sworn
before me this          day of                        ,
20     .


 







	 	 
	NOTARY PUBLIC	 
	 	 
	COUNTY OF	 	 
	 	 	 
	STATE OF	 	 	 





 


My commission expires the         
day of                        ,
20     .


 




    C-1-4 


     

    

 





 


EXHIBIT C-2


 


FORM OF TRANSFEROR LETTER


 


[Date] 




Wells Fargo Bank, National Association 


Sixth Street & Marquette
Avenue 


Minneapolis, Minnesota
55479-0113 


Attention:
CD 2016-CD2 Mortgage Trust


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class R



 


Ladies and Gentlemen:


 


[Transferor] has reviewed
the attached affidavit of [Transferee], and has no actual knowledge that such affidavit is not true or that [Transferee] is not
a Permitted Transferee (as defined in the Pooling and Servicing Agreement defined in the attached affidavit) and has no actual
knowledge or reason to know that the information contained in the attached affidavit is not true. No purpose of [Transferor] relating
to the transfer of the Class R Certificate by [Transferor] to [Transferee] is or will be to impede the assessment of any tax.


 





	 	Very truly
yours,
	 	 
	 	[Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    C-2-1 


     

    

 





 


EXHIBIT C-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF RRI Interest


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
CD 2016-CD2 Mortgage Trust 


[OR
OTHER CERTIFICATE REGISTRAR] 


 


[Citigroup
Global Markets Realty Corp. 


390
Greenwich Street, 5th Floor 


New
York, New York 10013 


Attention:
Paul Vanderslice] 


 


[Deutsche
Bank AG, New York Branch] 


60
Wall Street 


New
York, New York 10005 


Attention:
Lainie Kaye]


 


		Re:	CD
                                         2016-CD2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-CD2
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of December
                                         1, 2016, by and among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
                                         Wells Fargo Bank, National Association, as Master Servicer, KeyBank National Association,
                                         as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC,
                                         as Operating Advisor and as Asset Representations Reviewer



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining
sponsor” as such term is defined in Regulation RR, that:


 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the Class [   ] Certificates evidencing
                                         the RRI Interest from [_____] (the “Transferor”).



 


		2.	The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Certificate evidencing the RRI Interest
by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things,
a certificate in substantially the same form as this certificate. The Purchaser expressly



 



    C-3-1 


     

    

 





 



			agrees
                                         that it will not consummate any such transfer if it knows or believes that any representation
                                         contained in such certificate is false.





 





		3.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of a Restricted Certificate evidencing the RRI Interest, (a) all of the
                                         conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
                                         of such Certificate and (b) the acquisition of such Certificate evidencing the RRI Interest
                                         will be effected through Deutsche Bank Securities Inc., Citigroup Global Markets Inc.
                                         or Academy Securities, Inc., or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


☐       The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, that the transfer will occur during the RRI Interest
Transfer Restriction Period and that:


 


		A.	The
                                         Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Purchaser is not acquiring the Certificate evidencing the RRI Interest as a nominee,
                                         trustee or agent for any person that is not a Majority-Owned Affiliate, and that for
                                         so long as it retains its interest in the RRI Interest, it will remain a Majority-Owned
                                         Affiliate.



 


		C.	The
                                         Purchaser will be bound by the Credit Risk Retention Agreement, between German American
                                         Capital Corporation, Deutsche Bank AG, New York Branch and Citigroup Global Markets Realty
                                         Corp., dated and effective as of November 18, 2016 (the “Credit Risk Retention
                                         Agreement”) as if it were party to such agreement.



 


		D.	The
                                         Purchaser hereby makes each representation set forth in Section 4(b) of the Credit Risk
                                         Retention Agreement, other than the representation in Section 4(b)(viii) [and except
                                         that it is a [_____], duly organized, validly existing and in good standing under the
                                         laws of [_____]].



 


		E.	The
                                         Purchaser consents to any additional restrictions or arrangements that shall be deemed
                                         necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
                                         its ownership of the RRI Interest will satisfy the risk retention requirements of the
                                         Transferor, in its capacity as [sponsor][originator] under Regulation RR.



 


☐       The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, that the transfer will occur after the termination
of the RRI Interest Transfer Restriction Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






    C-3-2 


     

    

 





 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	By:	 
	 	 	Name:
	 	 	Title:


  


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written: 


 


[RETAINING
SPONSOR]


 


	By:	 
	 	Name:
	 	Title:





 


[Medallion
Stamp Guarantee]


 






    C-3-3 


     

    

 





 


EXHIBIT
C-4 


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF RRI INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
CD 2016-CD2 Mortgage Trust 


[OR
OTHER CERTIFICATE REGISTRAR]


 


[Citigroup
Global Markets Realty Corp. 


390
Greenwich Street, 5th Floor 


New
York, New York 10013 


Attention:
Paul Vanderslice]


 


[Deutsche
Bank AG, New York Branch] 


60
Wall Street 


New
York, New York 10005 


Attention:
Lainie Kaye]


 


[EACH
OTHER HOLDER OF AN RRI INTEREST]


 


		Re:	CD
                                         2016-CD2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-CD2
                                         (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of $[_____] Certificate Balance of the Class [ ] Certificates evidencing the RRI Interest. The Certificates were issued pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
KeyBank National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The
                                         transfer is in compliance with Sections 5.01 and 5.02 of the Pooling and Servicing Agreement.



 






     Exhibit C-4-1


     

    

 





 


		2.	If
                                         the Transferee is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of a Restricted Certificate evidencing the RRI Interest, (a) all of the
                                         conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
                                         of such Certificate and (b) the acquisition of such Certificate will be effected through
                                         Deutsche Bank Securities Inc., Citigroup Global Markets Inc. or Academy Securities, Inc.,
                                         or an affiliate thereof.



 


		3.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you that the transfer will occur during
                                         the RRI Interest Transfer Restriction Period and that:



 


		A.	The
                                         transfer is in compliance with the Credit Risk Retention Agreement, between German American
                                         Capital Corporation, Deutsche Bank AG, New York Branch and Citigroup Global Markets Realty
                                         Corp., dated and effective as of November 18, 2016 (the “Credit Risk Retention
                                         Agreement”).



 


		B.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor.



 


		C.	The
                                         Transferee has complied in all material respects with all of the covenants in the Credit
                                         Risk Retention Agreement during the period from the date of the Credit Risk Retention
                                         Agreement through and including the date of this transfer.



 


		D.	All
                                         of the representations and warranties made by the Transferor in the Credit Risk Retention
                                         Agreement are true and correct as of the date of the transfer.



 


		E.	All
                                         of the requirements set forth in Section 3(c) of the Credit Risk Retention Agreement
                                         have been complied with through and including the date of the transfer.



 


		☐	The
                                         Transferor certifies, represents and warrants to you that the transfer will occur after
                                         the termination of the RRI Interest Transfer Restriction Period.



 


		4.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 






     Exhibit C-4-2


     

    

 





 





	 	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[RETAINING
SPONSOR]





	 	 
	By:	 
	 	Name:
	 	Title:


 


[Medallion
Stamp Guarantee]


 






     Exhibit C-4-3


     

    

 





 


EXHIBIT
D-1


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association 


Sixth
Street & Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: CD 2016-CD2 Mortgage Trust


 


Deutsche
Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 





		Re:	Transfer
                                         of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates: Class
                                         [     ]


 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), entered into among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells
Fargo Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Park Bridge Lender Services
LLC, as operating advisor, Park Bridge Lender Services LLC, as asset representations reviewer, Wilmington Trust, National Association,
as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, on behalf of
the holders of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”)
with respect to the transfer by [__________] (the “Seller”) to the undersigned (the “Purchaser”)
of [$_____ aggregate Certificate Balance][_____% Percentage Interest] of Class [_____] Certificates, in certificated fully registered
form (such registered interest, the “Certificate”). Terms used but not defined herein shall have the meanings
ascribed thereto in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


[For
Institutional Accredited Investors only] 1. The Purchaser is an institutional “accredited investor” within the meaning
of Rule 501 (a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), or an entity in which all of the equity owners are such accredited investors (an “Institutional Accredited
Investor”), and has such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of the investment in the Certificate, and the Purchaser and any accounts for which the Purchaser is acting are
each able to bear the economic risk of the investment. The Purchaser is acquiring the Certificate for its own account or for one
or more accounts (each of which is an Institutional Accredited Investor) as to each of which the Purchaser exercises sole investment
discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


 






     D-1-1


     

    

 





 


[For
Qualified Institutional Buyers only] 1. The Purchaser is a “qualified institutional buyer” within the meaning of Rule
144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to
obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


 


		2.	The
                                         Purchaser’s intention is to acquire the Certificate (a) for investment for the
                                         Purchaser’s own account or (b) for reoffer, resale, pledge or other transfer to
                                         (i) “qualified institutional buyers” within the meaning of, and in transactions
                                         complying with, Rule 144A promulgated under the Securities Act, (ii) entities qualifying
                                         as “accredited investors” within the meaning of Rule 501(a)(1), (2), (3)
                                         or (7) of Regulation D promulgated under the Securities Act, or any entity in which all
                                         of the equity owners are such accredited investors, or (iii) pursuant to any other exemption
                                         from the registration requirements of the Securities Act, subject in the case of this
                                         clause (iii) to (a) the receipt by the Certificate Registrar of a letter substantially
                                         in the form hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel
                                         acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer
                                         is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar
                                         of such other evidence acceptable to the Certificate Registrar that such reoffer, resale,
                                         pledge or transfer is in compliance with the Securities Act and other applicable laws
                                         (including applicable state and foreign securities laws), and (d) a written undertaking
                                         to reimburse the Trust for any costs incurred by it in connection with the proposed transfer.
                                         It understands that the Certificate (and any subsequent Individual Certificate) has not
                                         been registered under the Securities Act, by reason of a specified exemption from the
                                         registration provisions of the Securities Act which depends upon, among other things,
                                         the bona fide nature of the Purchaser’s investment intent (or intent to resell
                                         to only certain investors in certain exempted transactions) as expressed herein.



 


		3.	The
                                         Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or
                                         exchange thereof) has not been registered or qualified under the Securities Act or the
                                         securities laws of any State or any other jurisdiction, and that the Certificate cannot
                                         be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified
                                         thereunder or unless an exemption from such registration or qualification is available.



 


		4.	The
                                         Purchaser has reviewed the applicable Private Placement Memorandum dated November [_],
                                         2016, relating to the Certificates (the “Private Placement Memorandum”)
                                         and the agreements and other materials referred to therein and has had the opportunity
                                         to ask questions and receive answers concerning the terms and conditions of the transactions
                                         contemplated by the Private Placement Memorandum.



 


		5.	The
                                         Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and
                                         Servicing Agreement in its capacity as an owner of an Individual Certificate or Certificates,
                                         as the case may be (each, a “Certificateholder”), in all respects
                                         as if it were a signatory thereto. This undertaking is made for the benefit of the Trust,
                                         the Trustee, the Certificate Administrator, the Certificate Registrar and all Certificateholders
                                         present and future.



 


		6.	The
                                         Purchaser will not sell or otherwise transfer any portion of the Certificate, except
                                         in compliance with Section 5.02 of the Pooling and Servicing Agreement.



 






     D-1-2


     

    

 





 


		7.	Check
                                         one of the following:



 


		☐	The
                                         Purchaser is a “U.S. Tax Person” (as defined below) and it has attached hereto
                                         an Internal Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a “U.S. Tax Person” (as defined below) and under applicable
                                         law in effect on the date hereof, no taxes will be required to be withheld by the Certificate
                                         Registrar (or its agent) with respect to distributions to be made on the Certificate(s).
                                         The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E
                                         (or successor form), which identifies such Purchaser as the beneficial owner of the Certificate(s)
                                         and states that such Purchaser is not a U.S. Tax Person, (ii) two duly executed copies
                                         of IRS Form W-8IMY (and all appropriate attachments) or (iii)]* two duly executed copies
                                         of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial
                                         owner of the Certificate(s) and state that interest and original issue discount on the
                                         Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business.
                                         The Purchaser agrees to provide to the Certificate Registrar updated [IRS Forms W-8BEN,
                                         IRS Forms W-8BEN-E, IRS Forms W-8IMY or]* IRS Forms W-8ECI[, as the case may be]*, any
                                         applicable successor IRS forms, or such other certifications as the Certificate Registrar
                                         may reasonably request, on or before the date that any such IRS form or certification
                                         expires or becomes obsolete, or promptly after the occurrence of any event requiring
                                         a change in the most recent IRS form of certification furnished by it to the Certificate
                                         Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation,
partnership (except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under
the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration
of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to
the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be
treated as U.S. Tax Persons).


 


Please
make all payments due on the Certificates: **


 


(a)  by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


	Account number:	 	 



 





	Institution:	 	 



  


(b)  by
mailing a check or draft to the following address: 


 


 



 





		*	Delete
                                         for Class R.






		**	Only
                                         to be filled out by Purchasers of Individual Certificates. Please select (a) or (b).



 






     D-1-3


     

    

 





 


	 	 	 
	 	 	 
	 	 	 






 





	 	Very truly
yours,
	 	 
	 	[Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated: ________________, 20___


 






     D-1-4


     

    

 





 


EXHIBIT
D-2


 


FORM
OF ERISA REPRESENTATION LETTER


 


[Date]


 


Wells
Fargo Bank, National Association 


Sixth
Street & Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
CD 2016-CD2 Mortgage Trust


 


Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 





		Re:	CD 2016-CD2 Mortgage Trust Commercial
                                                         Mortgage Pass-Through Certificates, Class [     ]	 


 


Ladies
and Gentlemen:


 


_______________
(the “Purchaser”) intends to purchase from _______________ (the “Seller”) [$_____ initial
Certificate Balance] [$_____ initial Notional Amount][ or _____% Percentage Interest] of CD 2016-CD2 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Class [_____], CUSIP No. _____ (the “Certificates”), issued pursuant
to the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer,
KeyBank National Association, as special servicer, Park Bridge Lender Services LLC, as operating advisor, Park Bridge Lender Services
LLC, as asset representations reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association,
as certificate administrator, paying agent and custodian. All capitalized terms used herein and not otherwise defined shall have
the meaning set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Depositor, the Certificate Administrator, the Certificate Registrar and the Trustee that:


 


The
Purchaser is not and will not become (a) an employee benefit plan or other retirement arrangement, including an individual retirement
account or a Keogh plan, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
Code Section 4975, a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state or local
law (“Similar Law”) which is to a material extent similar to the foregoing provisions of ERISA or the Code
(each, a “Plan”), or (b) a collective investment fund whose underlying assets include Plan assets by reason
of a Plan’s investment in the collective investment fund (pursuant to U.S. Department of Labor Regulation Section 2510.3-101,
as modified by Section 3(42) of ERISA, or Similar Law), an insurance company using assets of separate accounts or general accounts
which are deemed pursuant to ERISA or any Similar Law to include assets of Plans, or other person acting on behalf of any such
Plan or using the assets of


 






     D-2-1


     

    

 





 


any such Plan, other than (except in the case of the Class S and Class R Certificates) an insurance
company using the assets of its general account under circumstances whereby such purchase and the subsequent holding of such Certificate
by such insurance company would be exempt from the prohibited transaction provisions of Section 406 and 407 of ERISA and Code
Section 4975 under Sections I and III of PTCE 95-60, or a substantially similar exemption under Similar Law; and


 


The
Purchaser understands that if the Purchaser is a person referred to in clause (a) or (b) above, except in the case of the Class
S and Class R Certificates, which may not be transferred unless the transferee represents it is not such a person, such Purchaser
is required to provide to the Certificate Registrar any Opinions of Counsel, officers’ certificates or agreements as may
be required by such persons, and which establishes to the satisfaction of the Depositor, the Certificate Administrator and the
Certificate Registrar that the purchase and holding of the Certificates by or on behalf of a Plan will not constitute or result
in a non-exempt prohibited transaction within the meaning of Section 406 and Section 407 of ERISA or Code Section 4975 or any
corresponding provision of any Similar Law, and will not subject the Depositor, the Certificate Administrator, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar
to any obligation or liability (including obligations or liabilities under ERISA, Code Section 4975 or Similar Law), which Opinions
of Counsel, officers’ certificates or agreements shall not be at the expense of the Master Servicer, the Special Servicer,
the operating advisor, the asset representations reviewer, the Depositor, the certificate administrator, the trustee or the Certificate
Registrar.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on this day of , 20 .


 





	 	Very truly
yours,
	 	 
	 	[Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     D-2-2


     

    

  





 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE


 


[Date]


 


Wells Fargo Bank, National Association 


1055 10th Avenue SE

Minneapolis, Minnesota 55414 


Attention:
Document Custody Group – CD 2016-CD2 Mortgage Trust


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


Dear __________________:


 


In connection with the
administration of the Mortgage Files held by, or on behalf of, you as Custodian under the Pooling and Servicing Agreement, the
undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you as Custodian with
respect to the following described Mortgage Loan for the reason indicated below: 





	 	 	 	 	 
	Mortgagor’s Name:	 	 
	 	 	 
	Address:	 	 	 	 
	 	 	 	 	 
	Asset No.:	 	 	 







 


If only particular documents
in the Mortgage File are requested, please specify which:


 


Reason for requesting
file (or portion thereof):


 


		______	1.	Mortgage Loan paid in full. Such [Master Servicer] [Special
Servicer][Other Servicer][Other Special Servicer] hereby certifies that all amounts received in connection with the Mortgage Loan
have been or will be, following such [Master Servicer’s] [Special Servicer’s] [Other Servicer’s][Other Special
Servicer’s] release of the Mortgage File, credited to the Collection Account pursuant to the Pooling and Servicing Agreement.



 


		______	2.	The Mortgage Loan is being foreclosed.



 


		______	3.	Other. (Describe)



 


The undersigned acknowledges
that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of
the


 






     E-1


     

    

 





 


[Pooling
and Servicing Agreement][Other Pooling and Servicing Agreement] and will be returned to you or your designee within ten (10) days
of our receipt thereof, unless [the [Other Servicer][Other Special Servicer] requires such Mortgage File pursuant to the applicable
Intercreditor Agreement or Other Pooling and Servicing Agreement.][the Mortgage Loan has been paid in full or otherwise liquidated,
in which case the Mortgage File (or such portion thereof) will be retained by us permanently, or unless the Mortgage Loan is being
foreclosed,] in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such
purpose.


 


Capitalized terms used
but not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 





	 	[MASTER SERVICER][SPECIAL
SERVICER][OTHER SERVICER][OTHER SPECIAL SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     E-2


     

    

 





 


EXHIBIT F


 


SECURITIES LEGEND


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3)
(EXCEPT WITH RESPECT TO THE CLASS [R] CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH
ACCREDITED INVESTORS, OR (4) (EXCEPT WITH RESPECT TO THE CLASS [R] CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 




     F-1


     

    

 





 


EXHIBIT G


 


FORM OF REGULATION S TRANSFER CERTIFICATE


 


Wells Fargo Bank, National
Association


Sixth Street & Marquette
Avenue


Minneapolis, Minnesota
55479-0113


Attention:
CD 2016-CD2 Mortgage Trust


 


		Re:	Transfer of CD 2016-CD2 Mortgage Trust Commercial Mortgage
                                                               Pass-Through Certificates, Class [    ]



 


Ladies and Gentlemen:


 


This certificate is
delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), and executed in connection with the above referenced transaction, on behalf of the holders
of the CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass Through Certificates, Class [_] (the “Certificates”)
in connection with the transfer by the undersigned (the “Transferor”) to (the “Transferee”)
of $ Certificate Balance of Certificates, in fully registered form (each, an “Individual Certificate”), or
a beneficial interest of such aggregate Certificate Balance in the Regulation S Global Certificate (the “Global Certificate”)
maintained by The Depository Trust Company or its successor as Depositary under the Pooling and Servicing Agreement (such transferred
interest, in either form, being the “Transferred Interest”).


 


In connection with such
transfer, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions
set forth in the Pooling and Servicing Agreement and the Certificates and (i) with respect to transfers made in accordance with
Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)       the
offer of the Transferred Interest was not made to a person in the United States;


 


[(2)     at the time the
buy order was originated, the Transferee was an institution that was outside the United States or the Transferor and any person
acting on its behalf reasonably believed that the Transferee was an institution that was outside the United States;]*


 


[(2)     the transaction
was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor or anyone
acting on its behalf in, on or through the facilities of a designated offshore securities market and neither there undersigned
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]*


 





 



 


*
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






     G-1


     

    

 





 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred
are not “restricted securities” as defined in Rule 144 under the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.


 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________________, 20     


 




     G-2


     

    

 





 


EXHIBIT H


 


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE DURING THE RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to Section
5.02(c)(ii)(A) of 

the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association 


Sixth Street & Marquette
Avenue 


Minneapolis, Minnesota
55479-0113 


Attention:
CD 2016-CD2 Mortgage Trust


 


		Re:	Transfer
                                                               of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [    ]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $                    
aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of Rule 144A Global
Certificate (CUSIP No.                     )
with the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
a transfer of such beneficial interest for an interest in the Regulation S Global Certificate (CUSIP No.                     )
to be held with [Euroclear] [Clearstream]* (Common Code) through the Depositary.


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance
with the Transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation
S under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby
certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 


[(2)    at the time the
buy order was originated, the transferee was an institution that was outside the United States or the Transferor and any persons
acting on its behalf reasonably believed that the Transferee was outside the United States,]**


 





 



 


*
Select appropriate depository.


 


**
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




 






     H-1


     

    

 





 


[(2)     the transaction
was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor or anyone
acting on its behalf in, on or through the facilities of a designated offshore securities market and neither the Transferor nor
any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.


 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________________, 20__


 




     H-2


     

    

 





 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE AFTER THE RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.02(c)(ii)(B) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association 


Sixth Street & Marquette
Avenue 


Minneapolis, Minnesota
55479-0113 


Attention:
CD 2016-CD2 Mortgage Trust


 


		Re:	Transfer
                                                               of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [    ]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


The letter relates to
U.S. $                    
aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of the Rule 144A
Global Certificate (CUSIP No.                     )
with the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
a transfer of such beneficial interest in the Certificates for an interest in the Regulation S Global Certificate (Common Code
No.                     ).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers made in reliance
on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby
certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 


[(2)     at the time the
buy order was originated, the transferee was an institution that was outside the United States or the Transferor and any person
acting on its behalf reasonably believed that the transferee was outside the United States,]*


 





 



 


*
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




 






     I-1


     

    

 





 


[(2)     the transaction
was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor or anyone
acting on its behalf in, on or through the facilities of a designated offshore securities market and neither the Transferor nor
any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred
are not “restricted securities” as defined in Rule 144 under the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.


 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______________, 20___


 




     I-2


     

    

 






  


EXHIBIT J


 


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL

CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD


 


(Exchange or transfers pursuant to Section
5.02(c)(ii)(C)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association


Sixth Street & Marquette
Avenue


Minneapolis, Minnesota
55479-0113


Attention: CD 2016-CD2
Mortgage Trust


 


		Re:	Transfer
                                         of CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [    ]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
U.S. $                    
aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of the Regulation
S Global Certificate (CUSIP No.                     )
with [Euroclear] [Clearstream]* (Common Code                     )
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
a transfer of such beneficial interest in the Certificates for an interest in the Regulation 144A Global Certificate (CUSIP No.
                    ).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Pooling and Servicing Agreement and (ii) Rule 144A under the Securities
Act to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account with respect to
which the transferee exercises sole investment discretion and the transferee and any such account is “qualified institutional
buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance
with any applicable securities laws of any state of the United States or an jurisdiction.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.


 





 



 


*
Select appropriate depository.


 






    J-1 


     


    

 





 





	 	[Insert
Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


Dated: ______________, 20__


  




    J-2 


     


    

 










 


EXHIBIT K


 


FORM OF DISTRIBUTION DATE STATEMENT


 




    K-1 


     


    



 




	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17


	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7-9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15-16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation Detail	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21-22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master Servicer	 	 	 	Special Servicer	 	 	 	Operating
    Advisor/ 

    Asset Representations Reviewer 	 	 
	 	 	Deutsche Mortgage & Asset

                                         Receiving Corporation 
	 	 	 	

                                             Wells Fargo Bank, N.A.

 
	 	 	 	KeyBank National Association 
11501 Outlook Street 	 	 	 	Park Bridge Lender Services LLC
600 Third Avenue	 	 
	 	 	60 Wall Street	 	 	 	1901 Harrison Street	 	 	 	Suite 300	 	 	 	40th Floor	 	 
	 	 	New York, NY 10005	 	 	 	 Oakland, CA 94612	 	 	 	Overland Park, KS 66211	 	 	 	New York, NY 10016	 	 
	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 
	 	 	Contact:	 	 	 	 	 	 	 	Contact:	 	 	 	 	 	 
	 	 	Helaine M. Kaplan	 	 	 	Contact:     REAM_InvestorRelations@WellsFargo.com 	 	 	 	Andy Lindenman	 	 	 	Contact: David Rodgers	 	 
	 	 	Phone Number:  (212) 250-5270	 	 	 	Phone:       (913) 253-9396	 	 	 	Phone Number:  (913) 317-4372	 	 	 	Phone Number:     (212) 230-9025	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from
    information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.	 	 
	 	 	 	 
	 	Please visit www.ctslink.com for additional information
    and special notices. In addition, certificateholders may register online for email notification when special notices are posted.
    For information or assistance please call 866-846-4526.	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









    	 	 	 Page 1 of 24



     


    

 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class 	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-M	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	RRI Interest	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).

                                               

                                               

                                               



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	 	 	 Page 2 of 24



     


    

 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17





	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-M	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	RRI Interest	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-E	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    	 	 	 Page 3 of 24



     


    

 











	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
    Certificate Interest Reconciliation
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual
 Days	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Additional

    Trust Fund

    Expenses	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-M	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	RRI Interest	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	 	 	 Page 4 of 24



     


    

 


	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Retained Certificate Available Funds	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling Class Information	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	    Controlling Class:	 	 	 	 	 	 	 	 	 
	 	 	Effective as of:
    mm/dd/yyyy	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	    Controlling Class Representative:	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	Effective as of: mm/dd/yyyy	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	 	 	 Page 5 of 24



     


    






 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or advanced	0.00	 	 	Master Servicing Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest reductions due to Non-Recoverability
    Determinations	0.00	 	 	Trustee Fee - Wilmington Trust, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration Fee - Wells
    Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual Property Royalty License Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	Operating Advisor Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Asset Representations
    Reviewer Fee - Park Bridge Lender 	0.00	 	 
	 	Net Prepayment Interest Excess	0.00	 	 	Services LLC	 	 	 
	 	Extension Interest	0.00	 	 	Total Fees	 	0.00	 
	 	Interest Reserve Withdrawal	0.00	 	 	Additional Trust
    Fund Expenses:	 	 	 
	 	Total Interest Collected	 	0.00	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees & Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal after Maturity
    Date	0.00	 	 	Taxes Imposed on Trust Fund	0.00	 	 
	 	Recoveries from Liquidation and Insurance
    Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior Principal Amounts paid	0.00	 	 	Workout Delayed Reimbursement Amounts	0.00	 	 
	 	Curtailments	0.00	 	 	Other Expenses	0.00	 	 
	 	Negative Amortization	0.00	 	 	Total Additional Trust Fund Expenses	 	0.00	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Excess Liquidation Proceeds	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Net Swap Counterparty Payments Received	0.00	 	 	Net Swap Counterparty Payments Paid	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments to Certificateholders
    & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    	 	 	 Page 6 of 24



     


    







 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	  See footnotes on last page of this section.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	 	 	 Page 7 of 24



     


    
 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	 	 	 Page 8 of 24



     


    





 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term
    (ARD and Balloon Loans)	 	Remaining Stated Term (Fully
    Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation.


	 
	 	 	 
	 	(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity date.	 
	 	 	 
	 	(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed in the offering document.	 
	 	 	 	 	 


 


    	 	 	 Page 9 of 24



     


    

 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	   to Master Servicer	13	-	Other or TBD	5	-	Temporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	 	 	 Page 10 of 24



     


    

 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	 	 Page 11 of 24



     


    


 










	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    	 	 	 Page 12 of 24



     


    


 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	 	 Page 13 of 24



     


    


 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 A	-	Payment Not Received	0	-   Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	-   One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	-   Two Months Delinquent	5	-	Non Performing Matured Balloon	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	 B	-	Late Payment But Less	3	-   Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	5 	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 ** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	 	 Page 14 of 24



     


    


 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-   Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	 Multi-Family	OF	-	Office	 
	 	2	-   Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	 Retail	MU	-	Mixed use	 
	 	3	-   Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	 Health Care	LO	-	Lodging	 
	 	4	-   Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	 Industrial	SS	-	Self Storage	 
	 	5	-   Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	 Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	-	 Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	 	 Page 15 of 24



     


    


 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17





	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


    	 	 	 Page 16 of 24



     


    


 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17





	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    	 	 	 Page 17 of 24



     


    


 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    	 	 	 Page 18 of 24



     


    


 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	 	 Page 19 of 24



     


    



 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	 	 	 Page 20 of 24



     


    


 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	 	 Page 21 of 24



     


    


 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    	 	 	 Page 22 of 24



     


    

 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17






	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    	 	 	 Page 23 of 24



     


    
 





	 	 	 	 
		Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates

Series 2016-CD2	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/12/17
	8480 Stagecoach Circle	Record Date:	12/30/16
	Frederick, MD 21701-4747	Determination Date:	1/6/17





	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 EU
                                         Securitization Retention Compliance


 


Pursuant to the PSA, the Certificate
Administrator has made available on www.ctslink.com <http://www.ctslink.com>, specifically under the “Risk Retention
Compliance” tab for the CD 2016-CD2 transaction, certain information provided to the Certificate Administrator regarding
each Retaining Party’s compliance with Section 3(i) and 3(ii) of the EU Risk Retention Agreement. Investors should refer
to the Certificate Administrator’s website for all such information.


 




	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    	 	 	 Page 24 of 24



     


    










 


 













 


EXHIBIT L-1A


 


Form
of Investor Certification for Non-Borrower PartY AND/OR RISK RETENTION CONSULTATION PARTY

(for Persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045 


Attention: Corporate
Trust Services – CD 2016-CD2 Mortgage Trust 


Email: trustadministrationgroup@wellsfargo.com 


 ct.cmbs.bond.admin@wellsfargo.com


 


		Re:	Pooling and
                                         Servicing Agreement (“Pooling and Servicing Agreement”) relating to CD 2016-CD2
                                         Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class ___ Certificates or is a Risk Retention
Consultation Party, and is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 


2.       In
the case of a Publicly Offered Certificate, the undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party or is a Risk Retention Consultation Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 






    L-1A-1 


     


    

 





 


The undersigned shall
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to
be signed hereto by its duly authorized signatory, as of the date certified.]


 





	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser][Risk Retention Consultation Party]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 




    L-1A-2 


     


    

 


EXHIBIT L-1B


 


Form
of Investor Certification for Non-Borrower PartY

(for the Controlling Class Representative and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention:  CD 2016-CD2 Asset Manager

Email: commercial.servicing@wellsfargo.com	
        

        

        Wells Fargo Bank, National Association

Corporate Trust Services

        9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CD 2016-CD2

Email: trustadministrationgroup@wellsfargo.com

ct.cmbs.bond.admin@wellsfargo.com

         

	KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

Attention:  Clark Rogers

Facsimile:  (877) 379-1625

Email: clark_w_rogers@keybank.com	
        Park Bridge Lender Services LLC

c/o Park Bridge Financial LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CD 2016-CD2-Surveillance Manager 

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 

	 	 


		Re:	Pooling and
                                         Servicing Agreement (“Pooling and Servicing Agreement”) relating to CD 2016-CD2
                                         Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related


 






    L-1B-1 


     


    

 


Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part, unless required to do so by law, regulation or legal, judicial or administrative
process; provided, however, that the confidentiality requirement detailed above shall not apply to information which
(i) is already in the undersigned’s possession, (ii) is or becomes publicly available other than as a result of a disclosure
by the undersigned in breach of this agreement or (iii) is or becomes available to the undersigned from a source other than the
Certificate Administrator’s Website.


 


The undersigned shall
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification
attached as Exhibit L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to
be signed hereto by its duly authorized signatory, as of the date certified.]


 






    L-1B-2 


     


    

 





	 	[The Controlling
Class Representative][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



  




    L-1B-3 


     


    

 


EXHIBIT L-1C


 


Form
of Investor Certification for Borrower PartY

(for Persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention:  Corporate Trust Services – CD 2016-CD2

Email: trustadministrationgroup@wellsfargo.com

ct.cmbs.bond.admin@wellsfargo.com	KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

Attention:  Clark Rogers

Facsimile:  (877) 379-1625

Email: clark_w_rogers@keybank.com
	 	 
	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention:  CD 2016-CD2 Asset Manager

Email: commercial.servicing@wellsfargo.com	 
	 	 


		Re:	Pooling and
                                         Servicing Agreement (“Pooling and Servicing Agreement”) relating to CD 2016-CD2
                                         Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class ___ Certificates, and is neither the
Controlling Class Representative nor a Controlling Class Certificateholder.


 


2       The
undersigned is a Borrower Party.


 


3.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 






    L-1C-1 


     


    

 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 


The undersigned shall
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION
HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.]


 





	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 




    L-1C-2 


     


    

 


EXHIBIT L-1D


 


Form
of Investor Certification for Borrower PartY

(for the Controlling Class Representative and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention:  CD 2016-CD2 Asset Manager

Email: commercial.servicing@wellsfargo.com	
        Wells Fargo Bank, National Association

Corporate Trust Services 

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – CD 2016-CD2

        Email: trustadministrationgroup@wellsfargo.com

        ct.cmbs.bond.admin@wellsfargo.com

         

	 	 
	KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

Attention:  Clark Rogers

Facsimile:  (877) 379-1625

Email: clark_w_rogers@keybank.com	
        Park Bridge Lender Services LLC

c/o Park Bridge Financial LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CD 2016-CD2-Surveillance Manager 

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 

	 	 


		Re:	Pooling and
                                         Servicing Agreement (“Pooling and Servicing Agreement”) relating to CD 2016-CD2
                                         Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2       The
undersigned is a Borrower Party with respect to the following Excluded Controlling Class Mortgage Loans:


 


[IDENTIFY EXCLUDED
CONTROLLING CLASS MORTGAGE LOANS] (the “Excluded Controlling Class Mortgage Loans”)


 






    L-1D-1 


     


    

 


3.       Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Pooling and
Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website.


 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 


The undersigned shall
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the Excluded Controlling Class Mortgage Loans to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representative and shall indemnify each
party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide such Excluded Information to the related Borrower or (A) any employees or personnel of the undersigned or any Affiliate
involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, and (ii) will maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 






    L-1D-2 


     


    

 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION
HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.]


 





	 	[The Controlling
Class Representative][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 






    L-1D-3 


     


    

 


EXHIBIT L-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention:  CD 2016-CD2 Asset Manager

Email: commercial.servicing@wellsfargo.com	
        

        Wells Fargo Bank, National Association

Corporate Trust Services 

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – CD 2016-CD2

        Email: trustadministrationgroup@wellsfargo.com

        ct.cmbs.bond.admin@wellsfargo.com

         

	 	 
	KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

Attention:  Clark Rogers

Facsimile:  (877) 379-1625

Email: clark_w_rogers@keybank.com	
        Park Bridge Lender Services LLC

        c/o Park Bridge Financial LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CD 2016-CD2-Surveillance Manager

        

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

	 	 


		Re:	Pooling and
                                         Servicing Agreement (“Pooling and Servicing Agreement”) relating to CD 2016-CD2
                                         Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


THIS NOTICE IDENTIFIES
AN “EXCLUDED CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.32 OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with Section
4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.          The undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 


2.          The
undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):










    L-1E-1 


     


    

  


	Mortgage Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.        As of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below
information to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, the
Certificate Administrator’s determination as to whether a Consultation Termination Event or Control Termination Event is
in effect with respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such mortgage loan is an Excluded
Mortgage Loan:






 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


4.        The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit L-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the Excluded Controlling Class Mortgage Loans
on the Certificate Administrator’s website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 4.02(b) of
the Pooling and Servicing Agreement.


 


5.        The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded Information relating to the Excluded Controlling Class Mortgage Loans
listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    L-1E-2 


     


    

 


 


IN WITNESS WHEREOF, the
undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
officer, as of the day and year written above.


 





	 	[Controlling Class Representative][a
Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:



 




    L-1E-3 


     


    

 


EXHIBIT L-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – CD 2016-CD2

        trustadministrationgroup@wellsfargo.com

        ct.cmbs.bond.admin@wellsfargo.com

         

        [with a copy to:

         

        Wells Fargo Bank, National Association

        8480 Stagecoach Circle

        Frederick, Maryland 21701-4747

        Attention: CD 2016-CD2]

         



		Re:	Pooling and
                                         Servicing Agreement (“Pooling and Servicing Agreement”) relating to CD 2016-CD2
                                         Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In accordance with Section
4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.           The undersigned is the [Controlling Class Representative][a Controlling Class Certificateholder] as of the date hereof.


 


2.           The
undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 


	Mortgage Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 



 






    L-1F-1 


     


    

 


	 	 	 	 


 


3.                  
The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate
Administrator’s Website with respect to the CD 2016-CD2 Mortgage Trust securitization should be revoked as to such users:





	 
	 
	 
	 



  


4.            The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such Excluded Controlling Class Mortgage Loans on the Certificate Administrator’s website unless and until it (i) is no
longer an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Mortgage Loans, (ii) has delivered
notice of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of
Exhibit L-1E to the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized officer, as of the day and year written above.


 





	 	 	[Controlling Class Representative][a
Controlling Class Certificateholder]
	 	 	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:



  




    L-1F-2 


     


    

 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 


 






Name:

Title:


 




    L-1F-3 


     


    

 


EXHIBIT L-1G


 


Form
of Certification of the Controlling Class Representative


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention:  CD 2016-CD2 Asset Manager

Email: commercial.servicing@wellsfargo.com	
        

        Wells Fargo Bank, National Association

Corporate Trust Services 

        9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CD 2016-CD2 

        Email: trustadministrationgroup@wellsfargo.com

        ct.cmbs.bond.admin@wellsfargo.com

         

	 	 
	KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

Attention:  Clark Rogers

Facsimile:  (877) 379-1625

Email: clark_w_rogers@keybank.com	
        Park Bridge Lender Services LLC

c/o Park Bridge Financial LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CD 2016-CD2-Surveillance Manager 

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 

	 	 


		Re:	Pooling and
                                         Servicing Agreement (“Pooling and Servicing Agreement”) relating to CD 2016-CD2
                                         Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In accordance with Section
3.29(a) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Controlling Class Representative.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


4.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and


 






    L-1G-1 


     


    

 


 


Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION
HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.]


 





	 	[The Controlling
Class Representative][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 






    L-1G-2 


     


    

 


EXHIBIT L-1H


 


Form
of Certification of the RISK RETENTION CONSULTATION PARTY


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention:  CD 2016-CD2 Asset Manager

Email: commercial.servicing@wellsfargo.com	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services – CD 2016-CD2

(with a copy sent via email to: trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com)
	 	 
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th
Floor

New York, New York 10016

Attention: CD 2016-CD2-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	
        Wells
Fargo Bank, National Association 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

Attention: CD 2016-CD2

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee CD 2016-CD2

(with a copy sent to cmbstrustee@wilmingtontrust.com)	KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

Attention:  Clark Rogers

Facsimile:  (877) 379-1625

Email: clark_w_rogers@keybank.com
	 	 


		Re:	CD 2016-CD2 Mortgage
                                         Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-CD2, RRI Interest



 


In accordance with
Section 3.29 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the [RRI-A Risk Retention Consultation Party][RRI-B Risk Retention Consultation Party].


 


2.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 






    Exhibit L-1H-1 


     


    

 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 





	 	[RISK
RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 




    Exhibit L-1H-2 


     


    

 


EXHIBIT L-2


 


FORM OF FINANCIAL MARKET PUBLISHER CERTIFICATION


 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.


 


In connection with
the CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”) issued pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association,
as master servicer, KeyBank National Association, as special servicer, Park Bridge Lender Services LLC,
as operating advisor, Park Bridge Lender Services LLC, as asset representations
reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator,
paying agent and custodian, the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of BlackRock Financial Management, Inc., Moody’s
Analytics, Bloomberg Financial Markets, L.P., CMBS.com, Inc., Intex Solutions, Inc., Trepp, LLC, Interactive Data Corporation,
Markit LLC or Thomson Reuters Corporation, a market data provider that has been given access to the Distribution Date Statements,
CREFC® reports and supplemental notices delivered or made available pursuant to Section 4.02 of the Pooling and
Servicing Agreement to Privileged Persons on www.ctslink.com (the “Website”) by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses the Website, the undersigned is deemed to have
recertified that the representation above remains true and correct.



 


		3.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the agreement pursuant to which the Certificates were issued.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified. 


 




    L-2-1 


     


    

 


EXHIBIT M


 


FORM OF NOTIFICATION FROM CUSTODIAN


 


[DATE]


 


To the Persons Listed on the attached Schedule
A


 


		Re:	Pooling and
                                         Servicing Agreement (“Pooling and Servicing Agreement”) relating to
                                         CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby notifies you that, based upon the review required
under the Pooling and Servicing Agreement, the Mortgage File for each Mortgage Loan set forth on the attached defect schedule contains
a document or documents which (i) has not been executed or received, (ii) has not been recorded or filed (if required), (iii) is
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, (iv) appears not to be what they purport to be or has
been torn in any materially adverse manner or (v) is mutilated or otherwise defaced, in each case as more fully described on the
attached defect schedule.


 


The Custodian has no
responsibility to determine, and expresses no opinion with respect thereto, whether any document or opinion is legal, valid, binding
or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine
if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any
applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing
any document or rendering any opinion is authorized to do so or whether any signature thereon is genuine.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  




    M-1 


     


    

 


SCHEDULE A

TO

FORM OF NOTIFICATION FROM CUSTODIAN


 


Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CD 2016-CD2-Surveillance Manager


 


Wells Fargo Bank, National
Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: CD 2016-CD2 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Clark Rogers

Facsimile: (877) 379-1625

Email: clark_w_rogers@keybank.com


 


Wells Fargo Bank, National Association

Corporate Trust Services

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — CD 2016-CD2


 


with copies to:



ct.cmbs.bond.admin@wellsfargo.com; and

trustadministrationgroup@wellsfargo.com.


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee CD 2016-CD2

(with a copy sent to cmbstrustee@wilmingtontrust.com)


 






    M-2 


     


    

 


with a copy to:



Telecopy: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


To the applicable Mortgage Loan Seller:


 


German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


Citigroup
Global Markets Realty Corp. 


390 Greenwich
Street, 5th Floor 


New York,
New York 10013 


Attention:
Paul Vanderslice


  


with a copy
to:


  


Citigroup
Global Markets Realty Corp. 


390 Greenwich
Street, 7th Floor 


New York,
New York 10013 


Attention:
Richard Simpson 


 


with copies
by electronic mail to: 


 


Richard.simpson@citi.com;

ryan.m.oconnor@citi.com; and, in the case of each Rule 15Ga-1 Notice,

cmbs.notice@citi.com



 




    M-3 


     


    

 


DEFECT SCHEDULE

TO FORM OF NOTIFICATION FROM CUSTODIAN


 




    M-4 


     


    

 



EXHIBIT N-1


 


FORM OF CLOSING DATE CUSTODIAN CERTIFICATION



[Date]


 


[                 ]

[                 ]

[                 ]

Attention: [                 ]


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, the Custodian hereby certifies that, with respect to each Mortgage Loan listed on the Mortgage
Loan Schedule attached hereto as Schedule A, (a) the Custodian has in its possession the documents specified in clause (i) of the
definition of “Mortgage File”, (b) the foregoing documents delivered or caused to be delivered by the Mortgage Loan
Sellers as described in clause (a) above have been reviewed by it or by a Custodian on its behalf and appear regular on their
face, appear to be executed and purports to relate to such Mortgage Loan, except as identified on the schedule attached hereto,
and (c) each of the documents specified in Section 2.01(a)(ii), 2.01(a)(vii), 2.01(a)(xi) and 2.01(a)(xix) of the Pooling and Servicing
Agreement have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable)
and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the
Mortgage Loans identified in the Mortgage Loan Schedule.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Custodian 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 




    N-1-1


     


    


 


SCHEDULE A 

TO CLOSING DATE CUSTODIAN CERTIFICATION


 


MORTGAGE LOAN SCHEDULE


 




    N-1-2


     


    


 


EXHIBIT N-2


 


FORM OF POST-CLOSING CUSTODIAN CERTIFICATION


 


[Date]


 


[                 ]

[                 ]

[                 ]

Attention: [                 ]


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, the Custodian hereby certifies, subject to the terms of the Pooling and Servicing Agreement,
that, with respect to each Mortgage Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, all documents (other
than documents referred to in clauses (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement and the documents
referred to in clauses (iii), (iv)(B), (v)(B) and (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement and the assignments
of financing statements referred to in clause (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement) referred to in
Section 2.01(a) of the Pooling and Servicing Agreement (in the case of the documents referred to in Section 2.01(a)(iv), (vi),
(viii), (ix), (x), (xi), (xii) through (xvi) and (xviii) through (xx) of the Pooling and Servicing Agreement, as identified to
it in writing as a document required to be delivered by the related Mortgage Loan Seller) and any original recorded documents included
in the delivery of a Mortgage File have been received, have been executed, appear to be what they purport to be, purport to be
recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and
that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, in each case, except as set forth on
the attached schedule hereto.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Custodian 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 




    N-2-1


     


    


 


SCHEDULE A 

TO POST-CLOSING CUSTODIAN CERTIFICATION


 


MORTGAGE LOAN SCHEDULE


 




    N-2-2


     


    


 


EXHIBIT O


 


FORM OF TRUSTEE BACKUP CERTIFICATION


 


CD 2016-CD2 Mortgage Trust (The “Trust”)


 


The undersigned, __________,
a __________ of Wilmington Trust, National Association, on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
entered into among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as
master servicer, KeyBank National Association, as special servicer, Park Bridge Lender Services LLC,
as operating advisor, Park Bridge Lender Services LLC, as asset representations
reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator
(the “Certificate Administrator”), paying agent and custodian, certifies to [       ],
Deutsche Mortgage & Asset Receiving Corporation and its officers, directors and affiliates, to the extent that the following
information is within the Trustee’s normal area of responsibilities and duties under the Pooling and Servicing Agreement,
and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I am responsible for reviewing the activities performed by the Trustee and based on my knowledge
and the compliance reviews conducted in preparing the Trustee compliance statements required for inclusion on Form 10-K pursuant
to Item 1123 of Regulation AB, and except as disclosed to the Certificate Administrator and to the Depositor, the Trustee has fulfilled
its obligations in all material respects under the Pooling and Servicing Agreement; and



 


		2.	The report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed
securities with respect to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report
on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K
for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in
such annual report on Form 10-K.



 




    O-1


     


    


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:_____________________


 





	 	WILMINGTON TRUST,
NATIONAL ASSOCIATION 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:




 




    O-2


     


    


 


EXHIBIT P


 


FORM OF CUSTODIAN BACKUP CERTIFICATION


 


[NAME OF ISSUING ENTITY] (The “Trust”)


 


The undersigned, __________,
a __________ of Wells Fargo Bank, National Association, on behalf of Wells Fargo Bank, National Association, as custodian (in such
capacity, the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of December 1, 2016
(the “Pooling and Servicing Agreement”), entered into among Deutsche Mortgage & Asset Receiving Corporation,
as depositor, Wells Fargo Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Park
Bridge Lender Services LLC, as operating advisor, Park Bridge Lender Services LLC,
as asset representations reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association,
as certificate administrator, paying agent and custodian (in such capacity as certificate administrator, the “Certificate
Administrator”), certifies to [       ], Deutsche Mortgage & Asset Receiving
Corporation and its officers, directors and affiliates, to the extent that the following information is within the Custodian’s
normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they
will rely upon this certification, that:


 


		1.	I am responsible for reviewing the activities performed by the Custodian and based on my knowledge
and the compliance reviews conducted in preparing the Custodian compliance statements required for inclusion on Form 10-K pursuant
to Item 1123 of Regulation AB, and except as disclosed to the Certificate Administrator and to the Depositor, the Custodian has
fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and



 


		2.	The report on assessment of compliance with servicing criteria applicable to the Custodian for
asset-backed securities with respect to the Custodian or any Servicing Function Participant retained by the Custodian and related
attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report
on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has
been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for
disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 






    P-1


     


    

 


Date:_____________________


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:




 




    P-2


     


    


 


EXHIBIT Q


 


FORM OF CERTIFICATE ADMINISTRATOR BACKUP
CERTIFICATION


 


CD 2016-CD2 Mortgage Trust (The “Trust”)


 


The undersigned, __________,
a __________ of Wells Fargo Bank, National Association, on behalf of Wells Fargo Bank, National Association, as certificate administrator,
(in such capacity, the “Certificate Administrator”), paying agent and custodian, under that certain Pooling
and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), entered into
among Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association,
as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC,
as operating advisor, Park Bridge Lender Services LLC, as asset representations
reviewer, Wilmington Trust, National Association, as trustee (the “Trustee”), and Wells Fargo Bank, National
Association, as certificate administrator, paying agent and custodian, certifies to the Depositor, Deutsche Mortgage & Asset
Receiving Corporation, any other Depositor and its officers, directors and affiliates, respectively, to the extent that the following
information is within the Certificate Administrator’s normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the annual report on Form 10-K for the fiscal year [20___] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by
the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



 


		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual Report;



 


		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



 


		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate
Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing
Agreement; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the
Certificate Administrator and related attestation report on assessment of compliance with servicing 



 






    Q-1


     


    

 


criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such
Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Depositor for disclosure
in such annual report on Form 10-K.


 


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the Master Servicer, the Special Servicer and the Depositor.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:_____________________


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:






 




    Q-2


     


    


 


EXHIBIT R


 


FORM OF OPERATING ADVISOR BACKUP CERTIFICATION


 


CD 2016-CD2 Mortgage Trust (the “Trust”)


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Operating Advisor
Reports”) have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate
Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the operating advisor information contained in the Operating Advisor Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by these reports;



 


		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating
Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such
Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator
and the Depositor for disclosure in such annual report on Form 10-K.



 






    R-1


     


    

 


Capitalized terms used but not defined
herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:          _______________


 





	 	PARK
BRIDGE LENDER SERVICES LLC 
	 	 	 
	 	By:	 	 
	 	Name:
	 	Title:








  




    R-2


     


    


 


EXHIBIT S


 


[RESERVED]


 




    S-1


     


    


 


EXHIBIT T


 


FORM OF MASTER SERVICER BACKUP CERTIFICATION


 


CD 2016-CD2 Mortgage
Trust (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”)
under that certain Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
entered into among Deutsche Mortgage & Asset Receiving Corporation, as depositor, the Master Servicer, KeyBank National Association,
as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC,
as operating advisor, Park Bridge Lender Services LLC, as asset representations
reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), paying agent and custodian, on behalf of the Master Servicer,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by the Special Servicer, [each applicable Other
Servicer and each applicable Other Special Servicer] in the backup certificate[s] delivered by the Special Servicer, [each applicable
Other Servicer and each applicable Other Special Servicer] relating to the Relevant Period, all servicing information and all reports
required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.13(a) and 3.13(c) of the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports
on Form 10-D or Form 8-K (the “Servicer Reports”) have been submitted by the Master Servicer to the Certificate
Administrator for inclusion in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special
Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] in the backup certificate[s] delivered by
the Special Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] relating to the Relevant Period,
the master servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a servicing officer under my supervision is, responsible for reviewing the activities
performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of
Regulation AB with respect to the Master Servicer, and except 



 






    T-1


     


    


 


as
disclosed in the compliance certificate delivered by the Master Servicer under Section 10.11 of the Pooling and Servicing Agreement,
the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year
to which such report applies;


 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer
for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer
and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in
the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



 


In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of servicer, sub-servicer, co-servicer, Other Servicer, Other Special Servicer or Other Trustee not retained by the master
servicer giving certification] and, notwithstanding the foregoing certifications, neither I nor Master Servicer makes any certification
under the foregoing clauses (2) and (3) with respect to the information in the Servicing Reports that is in turn dependent upon
information provided by the Special Servicer under the Pooling and Servicing Agreement or by any Other Servicer, Other Special
Servicer or Other Trustee.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:_____________________


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:








  




    T-2


     


    


 


EXHIBIT U


 


FORM OF SPECIAL SERVICER BACKUP CERTIFICATION


 


CD 2016-CD2 Mortgage Trust (the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of KeyBank National Association, as special
servicer (the “Special Servicer”) under that certain Pooling and Servicing Agreement dated as of December 1,
2016 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation,
as depositor, Park Bridge Lender Services LLC, as operating advisor, Park Bridge
Lender Services LLC, as asset representations reviewer, Wilmington Trust, National
Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), paying agent and custodian, and Wells Fargo Bank, National Association, as master servicer (in such
capacity, the “Master Servicer”) and the Special Servicer, on behalf of the Special Servicer, certify to [Name
of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports required to be submitted by the Special Servicer to the
Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement
for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the
“Special Servicer Reports”) have been submitted by the Special Servicer to the Master Servicer, the Depositor,
the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made therein, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by these reports;



 


		3.	I am, or an officer under my supervision is, responsible for reviewing the activities performed
by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews
conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB with respect
to the Special Servicer, and except as disclosed in the compliance certificate delivered by the Special Servicer under Section
10.11 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects in the year to which such report applies;



 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order 



 






    U-1


     


    

 


to
enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


		5.	The report on assessment of compliance with servicing criteria applicable to the Special Servicer
for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special
Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:_____________________


 





	 	KEYBANK
NATIONAL ASSOCIATION 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:








 




    U-2


     


    


 


EXHIBIT V


 


FORM OF SUB-SERVICER BACKUP CERTIFICATION


 


CD 2016-CD2 Mortgage
Trust (the “Trust”)


 


As contemplated by Section 10.08 of that
certain Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “Master Servicer”), KeyBank National Association, as special servicer
(the “Special Servicer”), Park Bridge Lender Services LLC, as
operating advisor, Park Bridge Lender Services LLC, as asset representations reviewer,
Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in
such capacity, the “Certificate Administrator”), paying agent and custodian, [identify the certifying individual],
a                     
of                     ,
a                     
[corporation] (the “Sub-Servicer”) as Sub-Servicer in connection with the sub-servicing of one or more Mortgage
Loans and/or Serviced Companion Loan under the Pooling and Servicing Agreement, on behalf of the Sub-Servicer, certify to [Name
of Each Certifying Person for Sarbanes-Oxley Certification], the Depositor, the Master Servicer and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the Servicer Reports and Sub-Servicer Reports (each as defined below) relating
to the Mortgage Loans and/or Serviced Companion Loan delivered by the Sub-Servicer to the Master Servicer, pursuant to the Sub-Servicing
Agreement dated [___________], 20[__] by and between the Sub-Servicer and the Master Servicer (the “Sub-Servicing Agreement”);



 


		2.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all reports required to be submitted by the Sub-Servicer to the Certificate Administrator
pursuant to the Pooling and Servicing Agreement (the “Servicer Reports”) for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Sub-Servicer
to the Certificate Administrator for inclusion in these reports;



 


		3.	Based on my knowledge, with respect to the Relevant Period, all servicing information and all reports
required to be submitted by the Sub-Servicer to the Master Servicer pursuant to the Sub-Servicing Agreement (the “Sub-Servicer
Reports”) have been submitted by the Sub-Servicer to the Master Servicer;



 


		4.	Based on my knowledge, the sub-servicer information contained in the Servicer Reports and Sub-Servicer
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports;



 






    V-1


     


    

 


		5.	Based upon my knowledge and the annual compliance review performed as required under Section [__]
of the Sub-Servicing Agreement, and except as disclosed in the compliance certificate delivered pursuant to Section [__] of the
Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects;



 


		6.	[I am, or a servicing officer under my supervision is, responsible for reviewing the activities
performed by the Sub-Servicer under the Sub-Servicing Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements for inclusion on Form 10-K pursuant Item 1123 of Regulation AB
with respect to the Sub-Servicer, and except as disclosed in the compliance certificate delivered by the Sub-Servicer under Section
[__] of the Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material
respects in the year which such report applies];



 


		7.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Sub-Servicer with respect to the Trust’s fiscal year _____ have been provided
all information relating to the Sub-Servicer’s assessment of compliance with the Relevant Servicing Criteria, in order to
enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



 


		8.	The report on assessment of compliance with servicing criteria applicable to the Sub-Servicer for
asset-backed securities with respect to the Sub-Servicer or any Servicing Function Participant retained by the Sub-Servicer and
related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the
annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



 


Capitalized terms used but not defined
herein have the meanings set forth in the Sub-Servicing Agreement, or if not defined in the Sub-Servicing Agreement, then the meanings
set forth in the Pooling and Servicing Agreement.


 


Date:          _______________


 





	 	[INSERT
NAME OF SUB-SERVICER] 
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:








 




    V-2


     


    


 


EXHIBIT W


 


FORM OF SARBANES-OXLEY CERTIFICATION


 


I, [identify the certifying
individual], certify that:


 


1.          I
have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K of the CD 2016-CD2 Mortgage Trust (the “Exchange Act periodic reports”);


 


2.          Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.          Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.          Based
on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in
all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 




    W-1


     


    


 


In giving the certifications above, I have
reasonably relied on information provided to me by the following unaffiliated parties: Wells Fargo Bank, National Association,
KeyBank National Association, Wilmington Trust, National Association, Park Bridge Lender Services LLC and [list any sub-servicers].


 


Dated:____________


 





	 	[_____]
	 	(Senior officer in charge of securitization of the depositor)



 




    W-2


     


    


 


EXHIBIT X


 


MORTGAGE LOAN SELLER SUB-SERVICERS 


 


	Mortgage Loan	Sub-Servicer Name
	Amsdell Michigan Self Storage Portfolio 3.0	Berkadia Commercial Mortgage LLC
	
        Airport Industrial Center

        Hampton Inn & Suites –
University of Central Florida
	CBRE Loan Services, Inc.
	
        Irvine Crossing

        Park Square Portland

        Hotel Portofino
	Holliday Fenoglio Fowler, L.P.


 




    X-1


     


    


 


EXHIBIT Y


 


MORTGAGE LOANS WITH EARNOUT/HOLDBACK
PROVISIONS 


 


	Mortgage Loan 	Reserve	Original Reserve Balance
	Sam Moon Center	TFF Holdback	$2,830,372


 




    Y-1


     


    


 


EXHIBIT Z


 


FORM OF NRSRO CERTIFICATION


 


[Date]


 


Wells Fargo Bank, National Association


Corporate Trust Services


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: CD 2016-CD2 Mortgage Trust


 


		Re:	CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates




 


In accordance with the
Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Agreement”), and executed in connection
with the above-referenced transaction, with respect to the certificates issued thereunder (the “Certificates”),
the undersigned hereby certifies as follows:


 


1.             (a)       The undersigned
is a Rating Agency; or


 


(b)       The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is
requesting access pursuant to the Agreement to certain information (the “Information”) on such 17g-5 website
pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with respect
to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable to information
obtained from the 17g-5 Information Provider’s Website (including without limitation, to any information received by the
Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have access to the
Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of the confidentiality
agreement attached hereto as Annex A which shall be applicable to it with respect to any information obtained from the 17g-5
Information Provider’s Website, including any information that is obtained from the section of the 17g-5 Information Provider’s
Website that hosts the Depositor’s 17g-5 website after the Closing Date.


 


2.             The undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3) ten (10) or more times during
the most recently ended calendar year, or (b) has determined and maintained credit ratings for at least 10% of the issued securities
and money market instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii) in the calendar year prior
to the year covered by the SEC Certification, if it accessed such information for 10 or more issued securities or money market
instruments.


 






    Z-1


     


    

 


3.             The undersigned agrees that each time it accesses the 17g-5 Information Provider’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 




    Z-2


     


    


ANNEX
A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with [________] (together with its affiliates, “[_______]”, the
“Furnishing Entities” and each a “Furnishing Entity”) furnishing certain financial, operational,
structural and other information relating to the issuance of the CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates
(the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo
Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Wilmington Trust, National Association,
as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, Park Bridge Lender
Services LLC, as operating advisor, and Park Bridge Lender Services LLC, as asset representations reviewer, and the assets underlying
or referenced by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors,
managers and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,
including the [section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the
Closing Date (as defined in the Pooling and Servicing Agreement]. Information provided by each Furnishing Entity is labeled as
provided by the specific Furnishing Entity.


 


		1.	Definition of Confidential Information. For purposes
of this Confidentiality Agreement, the term “Confidential Information” shall include the following information
(irrespective of its source or form of communication, including information obtained by you through access to this site) that
may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating with
respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents and
other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:



 


		-	was or becomes generally available to the public (including through filing with the Securities and
Exchange Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative
(as defined in Section 2(c)(i) below) in violation of this Confidentiality Agreement;



 


		-	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides
it to you without any obligation to maintain the information as confidential; or



 






    Z-3


     


    

 


		-	is independently developed by the NRSRO without reference to any Confidential Information.



 





		2.	Information
to Be Held in Confidence.


 



		(a)	You will use the Confidential Information solely for the purpose of determining or monitoring a credit
rating on the Certificates and, to the extent that any information used is derived from but does not reveal any Confidential Information,
for benchmarking, modeling or research purposes (the “Intended Purpose”).



 


		(b)	You acknowledge that you are aware that the United States and state securities laws impose restrictions
on trading in securities when in possession of material, non-public information and that the NRSRO will advise (through policy
manuals or otherwise) each NRSRO Representative who is informed of the matters that are the subject of this Confidentiality Agreement
to that effect.



 


		(c)	You will treat the Confidential Information as private and confidential. Subject to Section 4, without
the prior written consent of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information,
whether such Confidential Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding
the foregoing, you may:





 


		(i)	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable
judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that,
prior to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions
to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;



 


		(ii)	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),
post the Confidential Information to the NRSRO’s password protected website; and



 


		(iii)	use information derived from the Confidential Information in connection with an Intended Purpose,
if such derived information does not reveal any Confidential Information.



 


		3.	Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an



 






    Z-4


     


    

 


appropriate
protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it
so chooses. Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you
been informed by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance
for confidential treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential
Information while the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential
treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order
or other reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that
is being disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the
NRSRO be required to take a position that such information should be entitled to receive such a protective order or reasonable
assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree
to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing
Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the
provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required
to disclose, at the sole expense of the relevant Furnishing Entity.


 


		4.	Obligation to Return Evaluation Material. Promptly upon written request by or
on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof, that contain Evaluation Material
will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the
NRSRO may retain one or more copies of any document or other material containing Evaluation Material to the extent necessary for
legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures designed to ensure legal
or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that may be found in backup
tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material obtained in an
oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to this Confidentiality
Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.



 


		5.	Violations
of this Confidentiality Agreement.



 


		(a)	The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or
any NRSRO Representative.



 


		(b)	You agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or
unauthorized disclosure or use by any person of the Confidential Information which may come to your attention and to take all steps
reasonably requested by such Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure
or use.



 


		(c)	You acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and
would be irreparably harmed in the event that any of the 



 






    Z-5


     


    

 


provisions
of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief to prevent breaches
of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy
to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that no failure to or delay
in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege.


 





		6.	Term. Notwithstanding the termination or cancellation of this Confidentiality
Agreement and regardless of whether the NRSRO has provided a credit rating on a Security, your obligations under this Confidentiality
Agreement will survive indefinitely.


 





		7.	Governing Law. This Confidentiality Agreement and any claim, controversy or
dispute arising under the Confidentiality Agreement, the relationships of the parties and/or the interpretation and enforcement
of the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed within such State.


 





		8.	Amendments. This Confidentiality Agreement may be modified or waived only by
a separate writing by the NRSRO and each Furnishing Entity.


 





		9.	Entire Agreement. This Confidentiality Agreement represents the entire agreement
between you and the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed
or inspected by you. This agreement supersedes all other understandings and agreements between us relating to such matters; provided,
however, that, if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential
Information that specifically states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality
Agreement, then to the extent the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement
shall control notwithstanding acceptance by you of the terms hereof by entry into this website.


 





		10.	Contact Information. Notices for each Furnishing Entity under this Confidentiality
Agreement, shall be directed as set forth below:


  


[__________________]


 




    Z-6


     


    


 




EXHIBIT AA-1


 


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Deutsche Mortgage &
Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


		Re:	Deutsche Mortgage & Asset Receiving Corporation,
                                         CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates	 



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), and executed with respect to the above-referenced transaction. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee
hereby certifies, represents and warrants to you, as Depositor, that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loans for which _________________
is the Master Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing
Fee Right free from any and all claims and encumbrances whatsoever.


 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.


 



     AA-1-1


     


    

 





	 	 	 
	 	Very
    truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     AA-1-2


     


    

 





EXHIBIT
AA-2


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Deutsche Mortgage &
Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: CD 2016-CD2 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


		Re:	Deutsche Mortgage & Asset Receiving Corporation,
                                         CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates	 



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling
and Servicing Agreement”), entered into and executed with respect to the above-referenced transaction. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Mortgage Loans as to which __________________
is the applicable Master Servicer (the “Excess Servicing Fee Right”) for its own account for investment and
not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which
would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities
laws.


 


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered


 



     AA-2-1


     


    

 


pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit AA-1 to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate
from the prospective transferee substantially in the form attached as Exhibit AA-2 to the Pooling and Servicing Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner
set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 



     AA-2-2


     


    

 


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or
representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than
such Persons’ auditors, legal counsel and regulators.


 


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.12(a) of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate
may be reduced to the extent provided in the Pooling and Servicing Agreement.


 





	 	 	 
	 	Very
    truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     AA-2-3


     


    

 





EXHIBIT BB


 


FORM OF OPERATING ADVISOR ANNUAL REPORT


 


Report Date: Report
will be delivered annually no later than [INSERT DATE].

Transaction: Deutsche Mortgage & Asset Receiving Corporation, CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: KeyBank National Association

Controlling Class Representative: Och Ziff Capital Investment, L.L.C.


 


I. Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement dated as of December 1, 2016 (the “Pooling and Servicing
Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association,
as master servicer, KeyBank National Association, as special servicer, Wilmington Trust, National Association, as trustee, Wells
Fargo Bank, National Association, as certificate administrator, paying agent and custodian, Park Bridge Lender Services LLC,
as operating advisor, and Park Bridge Lender Services LLC, as asset representations
reviewer, as well as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer’s
operational activities in light of the Servicing Standard and the requirements of the Pooling and Servicing Agreement with respect
to the resolution and/or liquidation of the Specially Serviced Loans and provides this Operating Advisor Annual Report.


 


No information or any
other content included in this Operating Advisor Annual Report contravenes any provision of the Pooling and Servicing Agreement.
This Operating Advisor Annual Report sets forth the Operating Advisor’s assessment of the Special Servicer’s performance
of its duties under the Pooling and Servicing Agreement during the prior calendar year on a platform-level basis with respect to
the resolution and liquidation of Specially Serviced Loans during the prior calendar year.


 


Subject to the restrictions
in the Pooling and Servicing Agreement, this Operating Advisor Annual Report (A) identifies any material deviations, if any (i)
from the Servicing Standard and (ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with
respect to the resolution or liquidation of Specially Serviced Loans and (B) complies with all of the confidentiality requirements
described in the Pooling and Servicing Agreement.


 


In connection with
the assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed any annual compliance statement delivered to the Operating Advisor pursuant to Section
10.11 the Pooling and Servicing Agreement and the following issues were noted therein: [ ]



 


Operating Advisor Actions:


 



     BB-1


     


    

 


		2.	Reviewed any annual independent public accountants’ servicing report delivered to the Operating
Advisor pursuant to Section 10.13 of the Pooling and Servicing Agreement and the following issues were noted therein: [ ]



 


Operating Advisor Actions:


 


		3.	Reviewed any [Final] Asset Status Report and other information or communications delivered to the
Operating Advisor and the following issues were noted therein: [ ]



 


Operating Advisor Actions:


 


Based on such review
and/or consultation with the Special Servicer and performance of the other obligations of the Operating Advisor under the Pooling
and Servicing Agreement, the Operating Advisor [does, does not] believe there are material violations of the Special Servicer’s
compliance with its obligations under the Pooling and Servicing Agreement.


 


Qualifications related
to the work product undertaken and opinions related to this report:


 


1.       The
Operating Advisor did not participate in, or have access to, the Special Servicer’s and Controlling Class Representative’s
discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Controlling
Class Representative directly pursuant to the Pooling and Servicing Agreement. As such, the Operating Advisor generally relied
upon its interaction with the Special Servicer in gathering the relevant information to generate this report.


 


2.       The
Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and
Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.


 


3.       Confidentiality
and other contractual restrictions limit the Operating Advisor’s ability to outline herein the details or substance of certain
information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not
reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer. However, all such information
is considered in preparing this report.


 


4.       There
are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include, but
are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in discussions regarding such actions. As such, the Operating Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.


 



     BB-2


     


    

 


5.       The
Operating Advisor is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If investors
have questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate
Administrator’s Website.


 


Terms used but not
defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein.


	 	 	 
	 	PARK
    BRIDGE LENDER SERVICES LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     BB-3


     


    

 





EXHIBIT CC


 


ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO (410)715-2380 AND VIA
EMAIL TO


[cts.sec.notifications@wellsfargo.com] AND [_____] AND VIA OVERNIGHT MAIL TO THE


ADDRESSES IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association


Corporate Trust Services 


9062 Old Annapolis Road

Columbia, Maryland 21045 


Attention: CD 2016-CD2 Mortgage Trust


 


Deutsche Mortgage & Asset Receiving Corporation,

as Depositor

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


		Re:	**Additional Form [10-D][10-K][8-K] Disclosure Required **



 


Ladies and Gentlemen:


 


In accordance with Section [10.06][10.07][10.09]
of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association,
as master servicer (the “Master Servicer”), KeyBank National Association, as special servicer (the “Special
Servicer”), Park Bridge Lender Services LLC, as operating advisor, Park
Bridge Lender Services LLC, as asset representations reviewer, Wilmington Trust,
National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), paying agent and custodian, the undersigned, as _________________, hereby notifies you that certain
events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 



     CC-1


     


    

 





List of any Attachments hereto to be included
in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification
should be directed to ___________________, phone number: __________________; email address: __________________.





	 	 	 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



     CC-2


     


    

 





EXHIBIT DD-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE
FOR MASTER SERVICER


 


RECORDING REQUESTED
BY:


 


Wells Fargo Bank, National Association


Commercial Mortgage Servicing 


Three Wells Fargo 


401 S. Tryon Street, 8th Floor 


MAC D1050-084 


Charlotte, North Carolina 28202 


Attention: CD 2016-CD2 Asset Manager 


Email: commercial.servicing@wellsfargo.com


	 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890 as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of December 1, 2016 (the “Agreement”) by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Wells Fargo Bank, National Association,
as Master Servicer (in such capacity, the “Master Servicer”), KeyBank National Association, as Special Servicer
(the “Special Servicer”) and Wilmington Trust, National Association, as Trustee, and the Trustee hereby constitutes
and appoints the Master Servicer, by and through the Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Servicer and all properties (“Properties”) administered by the Master Servicer
pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect to the Mortgage
Loans and Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to 



 



     DD-1-1


     


    

 


	 	 	conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that (i) said modification or re-recording, in either instance,
does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of
the Agreement.



 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the mortgage
loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:



  


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the
deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 



     DD-1-2


     


    

 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as may
be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted
to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement
of personal property.



 


		12.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to
transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents
to 



 



     DD-1-3


     


    

 


any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property or
otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management
of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all of the rights,
powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination
agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents.


 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and
interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to,
nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Master Servicer
has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has the power to delegate the
authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes
of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are
necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority than that held by the
Master Servicer.


 


Nothing contained herein shall: (i) limit
in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections
afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate or defend any
suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein.
If the Master Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association,
then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended
to extend the powers granted to the Master Servicer under the Agreement or to allow the Master Servicer to take any action with
respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 



     DD-1-4


     


    

 


The Master Servicer hereby agrees to indemnify
and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred
by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Master Servicer.
The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered
into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may
rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power
of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in
writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National
Association, as Trustee for [_____________] has caused its corporate seal to be hereto affixed and these presents to be signed
and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 





	 	Wilmington Trust, National Association,
	 	as Trustee for [________________]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	Prepared by:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 




 



     DD-1-5


     


    

 


State of Delaware} 


County of ____}


 


On
________________________, before me, _________________________________Notary Public, personally appeared
___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by
his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of Delaware that the foregoing paragraph is true and correct.





	Witness my hand and official seal.	 
	 	 
	Notary signature	 







 



     DD-1-6


     


    

 





EXHIBIT DD-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE
FOR SPECIAL SERVICER


 


RECORDING REQUESTED
BY:


 


KeyBank National Association


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Clark Rogers

Facsimile: (877) 379-1625

Email: clark_w_rogers@keybank.com


	 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890 as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of December 1, 2016 (the “Agreement”) by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Wells Fargo Bank, National Association,
as Master Servicer (in such capacity, the “Master Servicer”), KeyBank National Association, as Special Servicer
(the “Special Servicer”) and Wilmington Trust, National Association, as Trustee, and the Trustee hereby constitutes
and appoints the Special Servicer, by and through the Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Servicer and all properties (“REO Properties”) administered by the Special
Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect to the Mortgage
Loans and REO Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 



     DD-2-1


     


    

 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that (i) said modification or re-recording, in either instance,
does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of
the Agreement.



 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the mortgage
loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the
deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 



     DD-2-2


     


    

 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as may
be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
8.a. through 8.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted
to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement
of personal property.



 


		12.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 



     DD-2-3


     


    

 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to
transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents
to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management
of such Mortgaged Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights,
powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination
agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents.



 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and
interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to,
nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Special Servicer
has the power to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the
authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes
of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are
necessary for such purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the
Special Servicer.


 


Nothing contained herein shall: (i) limit
in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections
afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any
suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein.
If the Special Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association,
then the Special Servicer shall promptly forward a copy of same to the Trustee.


 



     DD-2-4


     


    

 


This limited power of attorney is not intended
to extend the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with
respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


  


The Special Servicer hereby agrees to indemnify
and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred
by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Special Servicer.
The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered
into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may
rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power
of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in
writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National
Association, as Trustee for [_____________] has caused its corporate seal to be hereto affixed and these presents to be signed
and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 





	 	Wilmington Trust, National Association,
	 	as Trustee for [________________]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 







 



     DD-2-5


     


    

 


State of Delaware} 


County of ____}


 


On
________________________, before me, _________________________________Notary Public, personally appeared
___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by
his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of Delaware that the foregoing paragraph is true and correct.





	Witness my hand and official seal.	 
	 	 
	 	 
	Notary signature	 







 



     DD-2-6


     


    

 





EXHIBIT EE


 


FORM OF NON-SERVICED MORTGAGE LOAN NOTIFICATION


 


[Date]

 


	[Other Depositor]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Other Trustee]*

[Address Line 1]
[Address Line 2] 

Attn: [Contact Person]

* If the Other Trustee is comprised of multiple entities (such as a separate trustee and certificate
                                                                                                            administration), this form shall be addressed to each such entity
	[Other Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Other Special Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	[Other Operating Advisor]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Other Asset Representations Reviewer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]



 

		Re:	[Other Securitization Trust]



 


Ladies and Gentlemen:


 


Reference is hereby
made to the [Trust][Pooling] and Servicing Agreement, dated as of [_____] (the “Other Pooling and Servicing Agreement”),
by and among [_____], as Depositor, [_____], as master servicer, [_____], as special servicer, [_____], as certificate administrator
and as trustee, and [_____], as operating advisor and asset representations reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them (or an analogous term) in the Other Pooling and Servicing Agreement.


 


The undersigned is the
certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “CD2 PSA”),
by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “CD2 Depositor”), Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “CD2 Master Servicer”), KeyBank
National Association, as special servicer (the “CD2 Special Servicer”), Wilmington Trust, National Association,
as trustee (the “CD2 Trustee”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the
“CD2 Operating Advisor”) and as asset representations reviewer (in such capacity, the “CD2 Asset Representations
Reviewer”), and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian (in
such capacity, the “CD2 Certificate Administrator”), pursuant to which the CD 2016-CD2 Mortgage Trust (the “CD2
Trust”) was established and the [Prudential Plaza][10 Hudson Yards][80 Park Plaza][667 Madison Avenue][Starbucks Center][Mills
Fleet Farm][Marriott


 



     EE-1


     


    

 


Hilton Head Resort & Spa][FedEx Ground Portfolio Mortgage Loan] Companion Loan was transferred to the
CD2 Trust as of December 8, 2016 (the “Closing Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the CD2 PSA, is the holder of the [Prudential Plaza][10 Hudson Yards][80 Park Plaza][667
Madison Avenue][Starbucks Center][Mills Fleet Farm][Marriott Hilton Head Resort & Spa][FedEx Ground Portfolio Mortgage Loan]
Companion Loan.


 


2.       The
[Prudential Plaza][10 Hudson Yards][80 Park Plaza][667 Madison Avenue][Starbucks Center][Mills Fleet Farm][Marriott Hilton Head
Resort & Spa][FedEx Ground Portfolio Mortgage Loan] Mortgage Loan [is][is not] a Significant Obligor (as such term is defined
in the CD2 PSA) under the CD2 PSA.


 


3.       The
contact information for the CD2 Depositor, CD2 Trustee, the CD2 Certificate Administrator, the CD2 Master Servicer, the CD2 Special
Servicer, the CD2 Operating Advisor, the CD2 Asset Representations Reviewer, each Rating Agency (as defined in the CD2 PSA) and
the Controlling Class Representative (as defined in the CD2 PSA) with respect to the [Prudential Plaza][10 Hudson Yards][80 Park
Plaza][667 Madison Avenue][Starbucks Center][Mills Fleet Farm][Marriott Hilton Head Resort & Spa][FedEx Ground Portfolio Mortgage
Loan] Companion Loan are as set forth on Schedule I attached hereto.


 


4.       You
are directed to remit to Wells Fargo Bank, National Association, as the CD2 Master Servicer, to the collection account set forth
on Schedule II attached hereto no later than one (1) Business Day after each Determination Date (as defined in the CD2 PSA) all
amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association,
as CD2 Master Servicer, no later than one (1) Business Day after each Determination Date (as defined in the CD2 PSA) all reports,
statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to,
the holder of the [Prudential Plaza][10 Hudson Yards][80 Park Plaza][667 Madison Avenue][Starbucks Center][Mills Fleet Farm][Marriott
Hilton Head Resort & Spa][FedEx Ground Portfolio Mortgage Loan] Companion Loan, under the Other Pooling and Servicing Agreement,
and the [Prudential Plaza][10 Hudson Yards][80 Park Plaza][667 Madison Avenue][Starbucks Center][Mills Fleet Farm][Marriott Hilton
Head Resort & Spa][FedEx Ground Portfolio Mortgage Loan] Co-Lender Agreement, as applicable.


 


5.       The
CD2 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as it may be amended from time to time.


 


6.       A
copy of an executed version of the CD2 PSA is [attached hereto][enclosed herewith].


 


Thank you for your attention
to this matter.





	 	 	 
	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the CD 



 



     EE-2


     


    

 


	 	2016-CD2 Mortgage Trust Pass-Through Certificates
	 	 	 
	 	By:	 
	 	 	
           [Name]

           [Title] 



 



     EE-3


     


    

 





SCHEDULE I


 


TO FORM OF NOTICE
FROM THE CERTIFICATE ADMINISTRATOR


REGARDING [NON-SERVICED WHOLE LOAN]


 


	CD2 Depositor:	 	
        Deutsche Mortgage & Asset Receiving
Corporation

        60 Wall Street 

        New York, New York, 10005 

        Attention: Lainie Kaye 

        Email: lainie.kaye@db.com 

	
        CD2 Trustee:

         

         

         
	 	
        Wilmington Trust, National Association 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee CD 2016 

         

        with a copy to: 

         

        Telecopy: (302) 636-4140 

        Email: CMBSTrustee@wilmingtontrust.com 

	CD2 Certificate Administrator:	 	
        Wells Fargo Bank, National Association

        Corporate Trust Services

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services — CD 2016-CD2

         

        with copies to:


ct.cmbs.bond.admin@wellsfargo.com; and

trustadministrationgroup@wellsfargo.com.

	CD2 Master Servicer:	 	
        Wells Fargo Bank, National Association 

        Commercial Mortgage Servicing 

        Three Wells Fargo 

        401 S. Tryon Street, 8th Floor 

        MAC D1050-084 

        Charlotte, North Carolina 28202 

        Attention: CD 2016-CD2 Asset Manager 

        Email: commercial.servicing@wellsfargo.com 

	CD2 Special Servicer:	 	
        KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Clark Rogers

Facsimile: (877) 379-1625 

        Email: clark_w_rogers@keybank.com 

	CD2 Operating Advisor:	 	Park Bridge Lender Services LLC



 



     EE-4


     


    

 


	 	 	600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CD 2016-CD2-Surveillance Manager
	CD2 Asset Representations Reviewer:	 	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CD 2016-CD2-Surveillance Manager
	CD2 Rating Agencies:	 	
        Kroll Bond Rating Agency, Inc.

        845 Third Avenue, 4th Floor

        New York, New York 10022

        Attention: CMBS Surveillance

        Facsimile No.: (646) 731-2395

         

        Fitch Ratings, Inc.

        33 Whitehall Street

        New York, New York 10004

        Attention: CMBS Surveillance

        Email: info.cmbs@fitchratings.com

         

        Moody’s Investors Service,
Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 553-1350

Email:cmbssurveillance@moodys.com

	CD2 Controlling Class Representative:	 	
        Och-Ziff Capital Investments, L.L.C.

        c/o OZ Management LP 

        9 West 57th Street, 40th Floor 

        New York, New York 10019 

        Attention: Matt Tuten 

        Email: matthew.tuten@ozcap.com 




 



     EE-5


     


    

 


SCHEDULE II TO FORM OF NOTICE 


 


FROM THE CERTIFICATE
ADMINISTRATOR 


REGARDING [NON-SERVICED WHOLE LOAN] 


 


	Account:	Collection Account



 


	Account #:	[______]



 


	Title:	Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the Holders of Deutsche Mortgage & Asset Receiving Corporation, CD 2016-CD2 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2 Collection Account



 


	Location:	[___]



 



     EE-6


     


    

 





EXHIBIT FF


 


FORM OF SERVICED COMPANION LOAN NOTEHOLDER
CERTIFICATION


 


[Date]


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: CD 2016-CD2 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


Wells Fargo Bank, National
Association

Corporate Trust Services


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — CD 2016-CD2


 


		Re:	CD 2016-CD2 Mortgage Trust – Companion Loan



 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement (the “Agreement”),
dated as of December 1, 2016, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National
Association, as master servicer, KeyBank National Association, as special servicer, Park Bridge Lender Services LLC,
as operating advisor, Park Bridge Lender Services LLC, as asset representations
reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator,
paying agent and custodian, with respect to any Companion Loan (as defined in the Agreement), the undersigned hereby certifies
and agrees as follows:


 


1.       The
undersigned is a Companion Loan Noteholder (as defined in the Agreement).


 


2.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website.


 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise disclosed by the


 



     FF-1


     


    

 


undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner, in whole or in part.


 


The undersigned shall
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


3.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations contained herein remain true and correct.


 


4.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


IN WITNESS WHEREOF,
the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.





	 	 	 
	 	[Companion
Loan Noteholder]
	 	 	 
	 	By:	 
	 	 	
        Title:

Company:

Phone:



 



     FF-2


     


    

 





EXHIBIT GG


 


[RESERVED]


 



     GG-1


     


    

 





EXHIBIT HH


 


FORM OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2016-CD2



 


Ladies and Gentlemen:


 


In accordance with Section
11.01 of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Mortgage Loan identified by the Certificate Administrator, and is hereby issuing the following
Asset Review Report.


 


		1.	We have performed an Asset Review on each Delinquent Mortgage Loan identified by the Certificate
Administrator and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically
detailed on the scorecard attached hereto as Exhibit A] with respect to the Delinquent Mortgage Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not
constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or
(ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests
may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to the persons listed above,
will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the Pooling and Servicing Agreement.



 





 



 


1 This report is an indicative
report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report,
subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating
to Privileged Information.


 



     HH-1


     


    

 


	 	PARK BRIDGE LENDER SERVICES
LLC, as Asset Representations Reviewer
	 	 	 
		By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member



 


		By:	Park Bridge Financial LLC, a New York limited liability company, its sole member



 





	 	By: 	 





	 	Name: 	 





	 	Title: 	 



  



     HH-2


     


    

 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	Test Failures
	Loan #	Loan Name	Mortgage Loan Seller	R&W #	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 


 



     HH-3


     


    

 





EXHIBIT II


 


FORM OF ASSET REVIEW REPORT SUMMARY


BY THE ASSET REPRESENTATIONS REVIEWER2


 


To: [Addresses of Recipients]


 


Re:          CD 2016-CD2 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2016-CD2


 


Ladies and Gentlemen:


 


In accordance with Section
11.01 of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Mortgage Loan identified by the Certificate Administrator, and is hereby issuing the following
Asset Review Report Summary.


 


		1.	We have performed an Asset Review on each Delinquent Mortgage Loan identified by the Certificate
Administrator and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as identified
on the summary scorecard attached hereto as Exhibit A] with respect to the Delinquent Mortgage Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not
constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or
(ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests
may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the
parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the Pooling and Servicing Agreement.



 


 



 


2 This report is an indicative
report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report,
subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating
to Privileged Information.


 



     II-1


     


    

 


	 	PARK BRIDGE LENDER SERVICES
LLC, as Asset Representations Reviewer
	 	 	 
		By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member



 


		By:	Park Bridge Financial LLC, a New York limited liability company, its sole member



 

	 	By: 	 





	 	Name: 	 





	 	Title: 	 



 



     II-2


     


    

 


Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	Test failures
	Loan #	Loan Name	Mortgage Loan Seller	Representations and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity


 



     II-3


     


    

 





EXHIBIT JJ


 


ASSET REVIEW PROCEDURES


 


Subject to the Pooling
and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each Delinquent Mortgage
Loan based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit JJ and the
terms of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representation
Reviewer’s responsibilities and duties with respect to Asset Reviews.


 


Call for Review and Collection and
Inventory of Review Materials


  


		Step 1	Asset Representations Reviewer (“ARR”)
receives the following items before beginning its review from the parties specified in Section 11.01 of the Pooling and Servicing
Agreement:



 


		■	Notice of Asset Review Trigger (with attachments)



 


		■	Asset Review Vote Election



 


		■	Notice of Affirmative Asset Review Vote



 


		■	List of all Delinquent Mortgage Loans subject to the Asset Review



 


		■	Review Materials for each Delinquent Mortgage Loan via Secure Data Room access, including the Diligence
File



 


		■	Any Unsolicited Information (if applicable)



  


		Step 2	For each Delinquent Mortgage Loan, ARR inventories
all Review Materials to which ARR is provided access in the Secure Data Room to determine what, if any, Review Materials for such
Delinquent Mortgage Loan are missing, using the list of documents in Section 2.01(a)(i) through Section 2.01(a)(xxi) of this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist
from the origination of such Delinquent Mortgage Loan, to guide its review and determination



 



     JJ-1


     


    

 


		Step 3	If ARR determines that the information made available
to it in the Secure Data Room with respect to any Delinquent Mortgage Loan is missing any documents required to complete an Asset
Review of such Delinquent Mortgage Loan, ARR shall prepare a list of such missing documents and notify Master Servicer (with respect
to Non-Specially Serviced Loans) and Special Servicer (with respect to Specially Serviced Loans) or applicable Mortgage Loan Seller
of such missing documents. If the Master Servicer or Special Servicer, as applicable, does not provide such document as provided
in the Pooling and Servicing Agreement, the ARR shall notify the related Mortgage Loan Seller of such missing information



 


Analysis and
Testing of Representations and Warranties


 


		Step 4	For each Delinquent Mortgage Loan for which ARR has
received all Review Materials required to complete an Asset Review of such Delinquent Mortgage Loan, ARR tests such Delinquent
Mortgage Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with respect to such
Delinquent Mortgage Loan as follows:



 


		■	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller



 


		■	For each representation and warranty, ARR lists



 


		●	all items from the Review Materials reviewed or used in its testing of such representation and warranty



 


		●	whether ARR has determined that there is any evidence that such representation or warranty was not
true when made by the related Mortgage Loan Seller, and



 


		○	if so, stating the aspect of the applicable representation or warranty that does not appear to have
been true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion



 


		○	completing the Asset Review Report by setting forth, for each Delinquent Mortgage Loan, the information
contemplated herein with respect to each representation and warranty



 


ARR will not attempt (and has no obligation)
to determine the materiality of any potential breach of a representation or warranty that it discovers evidence of during its review
as contemplated herein.


 



     JJ-2


     


    

 


EXHIBIT
KK


 


CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

Corporate Trust Services


9062
Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – CD 2016-CD2

Email: trustadministrationgroup@wellsfargo.com

Attention: CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2


 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), by and among Deutsche Mortgage &
Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, KeyBank National Association,
as special servicer, Park Bridge Lender Services LLC, as operating advisor, Park Bridge Lender Services LLC, as asset representations
reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator,
paying agent and custodian, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.       The
undersigned is an authorized representative of [the Asset Representations Reviewer][of the Depositor].


 


2.       The
undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes of the
undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make
information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing
Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage
Loans to which the Asset Review relates.


 


3.       The
undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that the representations
above remains true and correct.


 






    KK-1 


     


    

 


4.       [The
undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:



 


		Dated:	__________________ 



 


[Deutsche
Mortgage & Asset Receiving Corporation]‡


	 	 	 
	By:	 	 
	 	Name:

    Title:	 






 





 



‡
     Required to the extent that a party other than the Asset Representations Reviewer is identified
by the Depositor as needing access to the Secure Data Room.   


 






    KK-2 


     


    

  


EXHIBIT
LL


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells Fargo
    Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    401 S. Tryon Street, 8th Floor

    MAC D1050-084

    Charlotte, North Carolina 28202

    Attention: CD 2016-CD2 Asset Manager

    Email: commercial.servicing@wellsfargo.com	Park Bridge
    Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: CD 2016-CD2 Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 	 
	KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211 

    Attention: Clark Rogers

    Facsimile: (877) 379-1625

    Email: clark_w_rogers@keybank.com	 
	 	 


		Attention:	CD
                                         2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2



 


In
accordance with Section 11.01(a) of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and
Servicing Agreement”), by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank,
National Association, as master servicer, KeyBank National Association, as special servicer, Park Bridge Lender Services LLC,
as operating advisor, Park Bridge Lender Services LLC, as asset representations reviewer, Wilmington Trust, National Association,
as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), paying agent and custodian, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION
DATE]:


 


1. _____
 An additional Mortgage Loan has become a Delinquent Mortgage Loan.


 


2. _____
 A Mortgage Loan has ceased to be a Delinquent Mortgage Loan.


 


3. _____ An
Asset Review Trigger has ceased to exist.


 






    LL-1 


     


    

 


(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.





	 	 	 
	 	Wells Fargo Bank, National Association,
    as Certificate Administrator for the Holders of the CD 2016-CD2 Mortgage Trust Pass-Through Certificates
	 	 	 
	 	By:	 
	 	 	[Name]

    [Title]



 






    LL-2 


     


    

 


EXHIBIT
MM


 


FORM
OF NOTICE OF EXCHANGE OF THE EXCHANGEABLE GROUPS OF CERTIFICATES


 


[Date]


 


[Certificateholder
Letterhead]


 


Wells
Fargo Bank, National Association 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
CD 2016-CD2


 


		Re:	Deutsche
                                         Mortgage & Asset Receiving Corporation, Commercial Mortgage Pass-Through Certificates,
                                         CD 2016-CD2 Mortgage Trust



 


Ladies
and Gentlemen:


 


Pursuant
to the terms of the Pooling and Servicing Agreement, dated as of December 1, 2016 (the “Pooling and Servicing Agreement”),
entered into and executed in connection with the above referenced transaction, we hereby (i) certify that as of the date above,
the undersigned is the beneficial owner of the Exchangeable Group of Certificates described on the attached Schedule I, is duly
authorized to deliver this notice to the Certificate Administrator and that such power has not been granted or assigned to any
other Person and the Certificate Administrator may conclusively rely upon this notice and (ii) give notice of our intent to present
and surrender the Exchangeable Group of Certificates specified on Schedule I attached hereto and all of our right, title and interest
in and to such Certificates, including all payments of interest thereon received after [_____________], in exchange for the corresponding
Certificates specified on Schedule I attached hereto. We propose an Exchange Date of [______].


 


We
agree that upon such exchange, our interests in the portions of the Certificates surrendered in exchange shall be reduced and
our interest in the portion of the Certificate received in such exchange shall be increased.


 


[[If
Applicable] Our Depository participant number is [________].]


 


Capitalized
terms used in this notice but not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.


 




    MM-1 


     


    

 


Sincerely,


 


[_____________] 


	 	 	 
	By:	 	 
	 	Name:

    Title:	 



 



 


[Medallion
Stamp Guarantee]


 




    MM-2 


     


    

 


Schedule
I to Exhibit MM


 


	Certificates
                                         to be Surrendered
	Certificates
                                         to be Received 

	CUSIP
	

                                         Outstanding 

                                         Certificate Balance
	Initial
                                         Certificate 

                                         Balance
	CUSIP

	 	 	 	 




    MM-3 


     


    

 


SCHEDULE
I


 


DIRECTING
HOLDERS


 


	Mortgage
    Loan	Directing
    Holder	Contact
    Information
	All
    Mortgage Loans (other than the Prudential Plaza Mortgage Loan, the 10 Hudson Yards Mortgage Loan, the 80 Park Plaza Mortgage
    Loan, the 667 Madison Avenue Mortgage Loan, the Starbucks Center Mortgage Loan, the Mills Fleet Farm Mortgage Loan, the Marriott
    Hilton Head Resort & Spa Mortgage Loan and the FedEx Ground Portfolio Mortgage Loan)	Och-Ziff
    Capital Investments, L.L.C.	Och-Ziff
                                         Capital Investments, L.L.C. 

        c/o
        OZ Management LP 

        9
        West 57th Street, 40th Floor 

        New
        York, New York 10019 

        Attention:
        Matt Tuten 

        Email:
        matthew.tuten@ozcap.com

         

        with
        a copy to:

         

        Kaye
        Scholer LLP 

        70
        West Madison Street, Suite 4200 

        Chicago,
        Illinois 60602-4321 

        Email:
        daniel.hartnett@kayescholer.com

         

	FedEx
    Ground Portfolio Mortgage Loan (prior to the applicable Servicing Shift Securitization Date)	Bank
    of America, N.A.	Bank
                                         of America, N.A. 

        NC1-027-15-01 

        214
        North Tryon Street 

        Charlotte,
        North Carolina 28255 

        Attention:
        Steven L. Wasser 

        Email:
        steve.l.wasser@baml.com

         

        with
        a copy to:

         

        W.
        Todd Stillerman, Esq. 

        Bank
        of America Corporation 

        NC1-027-20-05 

        214
        North Tryon Street, 20th Floor 

        Charlotte,
        North Carolina 28255 

        Email:
        william.stillerman@bankofamerica.com 



 


    Sch. I-1 


     


    

 


SCHEDULE
II


 


SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE


 


The
assessment of compliance to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing
Criteria” (with each Servicing Function Participant deemed to be responsible for the items applicable to the functions it
is performing and for which the party that retained such Servicing Function Participant is responsible):


 


	Relevant
    Servicing Criteria	Applicable
    

    Party(ies)
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Master
    Servicer

    Special Servicer



 






    Sch. II-1 


     


    

 


	Relevant
    Servicing Criteria	Applicable
    

    Party(ies)
	Reference	Criteria	 
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Cert.
    Admin.
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee

    Master Servicer

    Special Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
    Act.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 



 






    Sch. II-2 


     


    

 


	Relevant
    Servicing Criteria	Applicable
    

    Party(ies)
	Reference	Criteria	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Master Servicer.	Cert.
    Admin.

    Operating Adv. 

    (excluding clauses (C) and (D) in the case of the Operating Adv.)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Cert.
    Admin.
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Master Servicer’s investor records or Certificate Administrator’s
    investor records, or such other number of days specified in the transaction agreements.	Cert.
    Admin.

     
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Cert.
    Admin.
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements.	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Master
    Servicer

    Special Servicer



 






    Sch. II-3 


     


    

 


	Relevant
    Servicing Criteria	Applicable
    

    Party(ies)
	Reference	Criteria	 
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master
    Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified
    in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related
    mortgage loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to
    an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Adv.
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer



 






    Sch. II-4 


     


    

 


	Relevant
    Servicing Criteria	Applicable
    

    Party(ies)
	Reference	Criteria	 
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At
all times that the Master Servicer and Special Servicer are the same entity, the Master Servicer and the Special Servicer may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    Sch. II-5 


     


    

 


SCHEDULE
III


 


CLASS
A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 





	Period	 	Balance($)	 	Period	 	Balance($)
	Initial	 	33,005,000.00	 	59	 	33,004,103.72
	1	 	33,005,000.00	 	60	 	32,450,401.32
	2	 	33,005,000.00	 	61	 	31,934,579.31
	3	 	33,005,000.00	 	62	 	31,416,824.99
	4	 	33,005,000.00	 	63	 	30,777,840.76
	5	 	33,005,000.00	 	64	 	30,255,750.85
	6	 	33,005,000.00	 	65	 	29,692,081.93
	7	 	33,005,000.00	 	66	 	29,165,923.58
	8	 	33,005,000.00	 	67	 	28,598,302.60
	9	 	33,005,000.00	 	68	 	28,068,045.54
	10	 	33,005,000.00	 	69	 	27,535,801.72
	11	 	33,005,000.00	 	70	 	26,962,269.36
	12	 	33,005,000.00	 	71	 	26,425,881.58
	13	 	33,005,000.00	 	72	 	25,848,323.80
	14	 	33,005,000.00	 	73	 	25,307,761.23
	15	 	33,005,000.00	 	74	 	24,765,173.01
	16	 	33,005,000.00	 	75	 	24,103,673.52
	17	 	33,005,000.00	 	76	 	23,556,571.05
	18	 	33,005,000.00	 	77	 	22,968,605.10
	19	 	33,005,000.00	 	78	 	22,417,248.13
	20	 	33,005,000.00	 	79	 	21,825,149.38
	21	 	33,005,000.00	 	80	 	21,269,506.25
	22	 	33,005,000.00	 	81	 	20,711,780.57
	23	 	33,005,000.00	 	82	 	20,113,495.29
	24	 	33,005,000.00	 	83	 	19,551,436.08
	25	 	33,005,000.00	 	84	 	18,948,941.23
	26	 	33,005,000.00	 	85	 	18,382,516.24
	27	 	33,005,000.00	 	86	 	17,813,967.99
	28	 	33,005,000.00	 	87	 	17,167,051.00
	29	 	33,005,000.00	 	88	 	16,593,945.20
	30	 	33,005,000.00	 	89	 	15,980,719.76
	31	 	33,005,000.00	 	90	 	15,403,165.99
	32	 	33,005,000.00	 	91	 	14,785,619.81
	33	 	33,005,000.00	 	92	 	14,203,584.95
	34	 	33,005,000.00	 	93	 	13,619,367.93
	35	 	33,005,000.00	 	94	 	12,995,349.11
	36	 	33,005,000.00	 	95	 	12,406,601.42
	37	 	33,005,000.00	 	96	 	11,778,181.53
	38	 	33,005,000.00	 	97	 	11,184,869.46
	39	 	33,005,000.00	 	98	 	10,589,332.65
	40	 	33,005,000.00	 	99	 	9,879,828.12
	41	 	33,005,000.00	 	100	 	9,279,396.00
	42	 	33,005,000.00	 	101	 	8,639,625.90
	43	 	33,005,000.00	 	102	 	8,034,542.42
	44	 	33,005,000.00	 	103	 	7,390,254.02
	45	 	33,005,000.00	 	104	 	6,780,484.57
	46	 	33,005,000.00	 	105	 	6,280,209.31
	47	 	33,005,000.00	 	106	 	5,749,548.44
	48	 	33,005,000.00	 	107	 	5,245,457.00
	49	 	33,005,000.00	 	108	 	4,711,089.28
	50	 	33,005,000.00	 	109	 	4,203,153.60
	51	 	33,005,000.00	 	110	 	3,693,337.56
	52	 	33,005,000.00	 	111	 	3,096,959.44
	53	 	33,005,000.00	 	112	 	2,583,047.94
	54	 	33,005,000.00	 	113	 	2,039,141.50
	55	 	33,005,000.00	 	114	 	1,521,313.55
	56	 	33,005,000.00	 	115	 	973,602.86
	57	 	33,005,000.00	 	116	 	487,576.01
	58	 	33,005,000.00	 	117 and thereafter	 	0.00







 




    Sch. III-1 


     


    

 





SCHEDULE
IV


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.06 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information
described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party
has actual knowledge (and in the case of financial statements required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying
Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume
that there is no “significant obligor” other than a party identified as such in the Prospectus. For this CD 2016-CD2
Mortgage Trust Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master
Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as
such in the Prospectus.


 


	Item
    on Form 10-D	Party
    Responsible
	Item
    1: Distribution and Pool Performance Information: Only with respect to any information required by 1121 which is NOT included
    on the Distribution Date Statement	●     Each
Master Servicer (only with respect to 1121(a)(12) as to non Specially Serviced Loans) 

        ●     Special
Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans) 

        ●     Depositor 

        ●     Certificate
Administrator 

        ●     Asset
Representations Reviewer 

        ●     Each
Mortgage Loan Seller (only with respect to 1121(c)(2)) 

	Item
    2: Legal Proceedings:

    Item 1117 of Regulation AB (to the extent material to Certificateholders)	●     Master
Servicer (as to itself) 

        ●     Special
Servicer (as to itself) 

        ●     Trustee
(as to itself) 

        ●     Certificate
Administrator (as to itself) 

        ●     Depositor
(as to itself) 



 


    Sch. IV-1 


     


    

 


	 	●     Any
other Reporting Servicer (as to itself) 

        ●     Trustee/Certificate
Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings) 

        ●     Each
Mortgage Loan Seller 

        ●     Originators
under Item 1110 of Regulation AB (to be provided by the Depositor) 

        ●     Party
under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor) 

	Item
    3: Sale of Securities and Use of Proceeds	●     Depositor
	Item
    4: Defaults Upon Senior Securities	●     Certificate
Administrator 

        ●     Trustee 

	Item
    5: Submission of Matters to a Vote of Security Holders	●     Certificate
    Administrator
	Item
    6: Significant Obligors of Pool Assets	●     Master
    Servicer
	Item
    7: Change in Sponsor Interest in the Securities:

    Item 1124 of Regulation AB	●     Each
    Mortgage Loan Seller
	Item
    8: Significant Enhancement Provider Information	●     N/A
	Item
    9: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	●     Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    10: Exhibits	●     Depositor
(exhibits required by Item 601 of Regulation S-K, such as material agreements) 

        ●     Certificate
        Administrator (Monthly Statement to Certificateholders)

         



 


    Sch. IV-2 


     


    
 

SCHEDULE
V


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information
described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party
has actual knowledge (and in the case of financial statements required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying
Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume
that there is no “significant obligor” other than a party identified as such in the Prospectus. For this CD 2016-CD2
Mortgage Trust Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master
Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as
such in the Prospectus.


 


	Item
    on Form 10-K	Party
    Responsible
	Item
    1B: Unresolved Staff Comments	●     Depositor
	Item
    9B: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	●     Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    15: Exhibits, Financial Statement Schedules	●     Certificate
                                         Administrator
        

        ●     Depositor 

	Additional
    Item:

    Disclosure per Item 1112(b)(1) of Regulation AB	●     Master
    Servicer
	Additional
    Item:

    Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB	●     N/A


 


    Sch. V-1 


     


    

 

	Additional
    Item:

    Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)	●   Master
Servicer (as to itself) 

        ●   Special
Servicer (as to itself) 

        ●   Certificate
Administrator (as to itself) 

        ●   Trustee
(as to itself) 

        ●   Depositor
(as to itself) 

        ●   Operating
Advisor (as to itself) 

        ●   Asset
Representations Reviewer (as to itself) 

        ●   Any
other Reporting Servicer (as to itself) 

        ●   Trustee/Certificate
Administrator/Master Servicer/Depositor/Special Servicer as to the Trust 

        ●   Each
Mortgage Loan Seller 

        ●   Originators
under Item 1110 of Regulation AB (to be provided by the Depositor) 

        ●   Party
under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor) 




 






    Sch. V-2 


     


    

 


	Additional
    Item:

    Disclosure per Item 1119 of Regulation AB	●   Master
Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee,
Certificate Administrator, Special Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))

        ●   Special
Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee,
Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3)) 

        ●   Certificate
Administrator (as to itself) (to the extent material to Certificateholders) 

        ●   Trustee
(as to itself) (to the extent material to Certificateholders) 

        ●   Depositor
(as to itself) 

        ●   Depositor
(as to the Trust) 

        ●   Each
Mortgage Loan Seller 

        ●   Operating
Advisor (as to itself) 

        ●   Asset
Representations Reviewer (as to itself) 

        ●   Originators
under Item 1110 of Regulation AB (to be provided by the Depositor) 

        ●   Party
under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor) 



 


    Sch. V-3 


     


    
 

SCHEDULE
VI


 


FORM
8-K DISCLOSURE INFORMATION


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.09 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence
of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent
such party has actual knowledge of such information (other than information as to itself). Each of the Certificate Administrator,
the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely
on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate
Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the
Prospectus. For this CD 2016-CD2 Mortgage Trust Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying
Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there
is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation
AB other than a party identified as such in the Prospectus.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    1.01- Entry into a Material Definitive Agreement

    

    Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization,
    even if depositor is not a party. 

    

    Examples: servicing agreement, custodial agreement.

    

    Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus	●   Trustee/Certificate
    Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party
    to or entered into on behalf of the Trust)
	Item
    1.02- Termination of a Material Definitive Agreement

    

    Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than
    expiration in accordance with its terms), even if depositor is not a party. 	●   Trustee/Certificate
    Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party
    to or entered into on behalf of the Trust)


 


    Sch. VI-1 


     


    

 

	Item
    on Form 8-K	Party
    Responsible 
	Examples:
    servicing agreement, custodial agreement.	 
	Item
    1.03- Bankruptcy or Receivership	●     Depositor 

        ●     Each
Mortgage Loan Seller 

	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement

    

    Includes an early amortization, performance trigger or other event, including event of default, that would materially alter
    the payment priority/distribution of cash flows/amortization schedule.

    

    Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.	●     Depositor 

        ●     Certificate
        Administrator

         

	Item
    3.03- Material Modification to Rights of Security Holders

    

    Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the
    Pooling and Servicing Agreement.	●     Certificate
    Administrator

	Item
    5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year

    

    Disclosure is required of any amendment “to the governing documents of the issuing entity”.	●     Depositor

	Item
    5.06 – Change in Shell Company Status	●     Depositor

	Item
    5.07 – Submission of Matters to a Vote of Security Holders	●     Depositor

	Item
    5.08 – Shareholder Director Nomination	●     Depositor

	Item
    6.01- ABS Informational and Computational Material	●     Depositor

	Item
    6.02- Change of Servicer or Trustee 

    

    Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other
    servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.	●     Master
Servicer (as to itself or a servicer retained by it) 

        ●     Special
Servicer (as to itself or a servicer retained by it) 

        ●     Certificate
Administrator (as to itself or an entity retained by it) 

        ●     Trustee

         



 


    Sch. VI-2 


     


    

 

	Item
    on Form 8-K	Party
    Responsible 
	 	●     Depositor
	Reg
    AB disclosure about any new servicer or master servicer is also required.	●     Master
    Servicer or Special Servicer, as applicable
	Reg
    AB disclosure about any new Trustee is also required.	●     Trustee
	Reg
    AB disclosure about any new Certificate Administrator is also required.	●     Certificate
    Administrator
	Item
    6.03- Change in Credit Enhancement or Other External Support	N/ssA
	Item
    6.04- Failure to Make a Required Distribution	●     Certificate
    Administrator
	Item
    6.05- Securities Act Updating Disclosure

    

    If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in
    the final prospectus, provide updated Reg AB disclosure about the actual asset pool.

    

    If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide
    the information called for in Items 1108 and 1110 respectively.	●     Depositor
	Item
    7.01- Regulation FD Disclosure	●     Depositor
	Item
    8.01 – Other Events

    

    Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance
    to certificateholders.	●     Depositor
	Item
    9.01 – Financial Statements and Exhibits	●     Responsible
    party for reporting/disclosing the financial statement or exhibit


 


    Sch. VI-3 


     


    
 

SCHEDULE
VII


 


INITIAL
SERVICED COMPANION LOAN NOTEHOLDERS


 


	Serviced
    Companion Loan	 	Initial
    Noteholders	 	Address
	8
    Times Square &

 1460 Broadway	 	Citigroup
    Global Markets Realty Corp. (Note A-2-A Holder and Note A-2-B Holder)	 	Citigroup
Global Markets Realty Corp. 

        390
Greenwich Street, 5th Floor 

        New
York, New York 10013 

        Attention:
        Paul Vanderslice

         

        with
        a copy to:

         

        Citigroup
Global Markets Realty Corp. 

        390
Greenwich Street, 7th Floor 

        New
        York, New York 10013

        Attention: Richard Simpson

         

        with
        copies by electronic mail to:

         

        Richard.simpson@citi.com;

        ryan.m.oconnor@citi.com

         

	229
    West 43rd Street

 Retail Condo	 	Deutsche
    Bank AG, New York Branch (Note A-2 Holder, Note A-3 Holder, Note A-4 Holder, Note A-5 Holder, Note A-7 Holder, Note A-8 Holder)	 	Deutsche
Bank AG, New York Branch 

        60
Wall Street 

        New
York, New York 10005 

        Attention:
        Lainie Kaye

         

	60
    Madison Avenue	 	JPMDB
    2016-C4 (Note A-2 Holder)	 	Wells
Fargo Bank, National Association

Commercial Mortgage Servicing 

        Three
Wells Fargo 

        401
S. Tryon Street, 8th Floor 

        MAC
D1050-084 

        Charlotte,
North Carolina 28202 

        Attention:
JPMDB 2016-C4 Asset Manager 

        Telecopy
        Number: (704) 715-0036

        E-mail: commercial.servicing@wellsfargo.com

         

	Birch
    Run Premium Outlets	 	COMM
    2016-DC2 (Note A-1-A Holder)	 	Wells
Fargo Bank, National Association 

        Commercial
Mortgage Servicing 

        MAC
D1086 

        




 






    Sch. VII-1 


     


    

 


		 		 	

        

        550
South Tryon Street, 14th Floor 

        Charlotte,
North Carolina 28202 

        Attention:
COMM 2016-DC2 Asset Manager 

	 	 	 	 	 
	 	 	CD
    2016-CD1 (Note A-2-A Holder, Note A-4 Holder)	 	Midland
Loan Services, a Division of PNC Bank, National Association 

        10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
Executive Vice President – Division Head 

        Fax
        Number: (888) 706-3565

         

        with
        a copy to:


         

        Stinson
Leonard Street LLP 

        1201
Walnut Street, Suite 2900 

        Kansas
City, Missouri 64106-2150 

        Fax
Number: (816) 412-9338 

        Attention:
        Kenda K. Tomes

         

	 	 	COMM
    2016-COR1 (Note A-1-B1 Holder)	 	Midland
Loan Services, a Division of PNC Bank, National Association 

        10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
Executive Vice President – Division Head 

        Fax
        Number: (888) 706-3565


         

        with
a copy to: 

        

Stinson Leonard Street LLP 

        1201
Walnut Street, Suite 2900 

        Kansas
City, Missouri 64106-2150 

        Fax
Number: (816) 412-9338 

        Attention:
Kenda K. Tomes 

	 	 	 	 	 
	FedEx
    Ground Portfolio	 	Bank
    of America, National Association (Note A-1 Holder, Note A-3 Holder)	 	Bank
of America, N.A. 

        NC1-027-15-01 

        214
North Tryon Street 

        Charlotte,
North Carolina 28255 

        Attention:
Steven L. Wasser 

        Email:
        steve.l.wasser@baml.com

         

        with
        a copy to:

         

        W.
Todd Stillerman, Esq. 

        Bank
of America Corporation 

        NC1-027-20-05 

        

        

        




 






    Sch. VII-2 


     


    

 


		 		 	

        214
North Tryon Street, 20th Floor 

        Charlotte,
North Carolina 28255 

        Email:
william.stillerman@bankofamerica.com 



 


    Sch. VII-3 


     


    
 

SCHEDULE
VIII


 


CONTACT
INFORMATION FOR THE OTHER 17G-5 INFORMATION PROVIDER


 


	Other
    17g-5 

Information Provider	 	Transaction	 	Contact
    Information
	Wells
    Fargo Bank, National Association	 	COMM
    2015-CCRE26	 	17g5informationprovider@wellsfargo.com 

        (in
an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system,
specifically with a subject reference of “COMM 2015-CCRE26” and an identification of the type of information being
provided in the body of such electronic mail) 

	 	 	 	 	 
	Wells
    Fargo Bank, National Association	 	GSMS
    2016-GS3	 	17g5informationprovider@wellsfargo.com 

        (in
an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system,
specifically with a subject reference of “Hudson Yards 2016-10HY” and an identification of the type of information
being provided in the body of such electronic mail) 

	 	 	 	 	 
	Citibank,
    N.A.	 	CGCMT
    2016-C3	 	ratingagencynotice@citi.com
    (specifically with a subject reference of “CGCMT 2016-C3” and an identification of the type of information
    being provided in the body of such electronic mail)
	 	 	 	 	 
	Wells
    Fargo Bank, National Association	 	COMM
    2016-667M	 	17g5informationprovider@wellsfargo.com
    (in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s
    system, specifically with a subject reference of “COMM 2016-667M” and an identification of the type of information
    being provided in the body of such electronic mail)
	 	 	 	 	 
	Wells
    Fargo Bank, National Association	 	JPMDB
    2016-C4	 	17g5informationprovider@wellsfargo.com
    (specifically with a subject reference of “JPMDB 2016-C4” and an identification of the type of information
    being provided in 




 






    Sch. VIII-1 


     


    

 


	Other
    17g-5 

Information Provider	 	Transaction	 	Contact
    Information
		 		 	the body of such electronic mail)
	 	 	 	 	 
	Citibank,
    N.A.	 	CGCMT
    2016-C3	 	ratingagencynotice@citi.com
    (specifically with a subject reference of “CGCMT 2016-C3” and an identification of the type of information
    being provided in the body of such electronic mail)
	 	 	 	 	 
	Wells
    Fargo Bank, National Association	 	WFCM
    2016-LC25	 	17g5informationprovider@wellsfargo.com
    (specifically with a subject reference of “WFCM 2016 LC25” and an identification of the type of information
    being provided in the body of such electronic mail)



 



    Sch. VIII-2